JPT SECURITIES LIMITEDMr. Jay Mehta had tendered his resignation from the position of Whole Time...

17TH ANNUAL REPORT2010-2011

JPT SECURITIES LIMITED

ANNUAL GENERAL MEETING

DATE : September 29, 2011

DAY : Thursday

TIME : 2:30 p.m.

PLACE : Oricon House,Maharashtra Chambersof Commerce Path, Fort,Mumbai – 400 001

BANKERHDFC Bank LimitedChruchgate Branch, Mumbai - 400 020

Central Bank of IndiaCorporate Finance Branch,Fort, Mumbai - 400 023

AUDITORSBatra Sapra & Co.Chartered Accountants, New Delhi

REGISTERED & CORPORATE OFFICEB/315, 3rd Floor, Lotus House,33A, New Marine Lines,Mumbai – 400 020

BOARD OF DIRECTORS

Mr. J. Alexander Chairman

Mr. Ravindra Kumar Whole Time DirectorBelapurkar*

Mr. Jay Mehta** Whole Time Director

Mr. Nikhil Gandhi Director

Mr. Sanjivi Sundar Director

Mr. J. P. Rai Director

Mr. Bhalchandra DirectorBhalerao

Mr. Rajendra Ganatra Director

* Appointed on August 12, 2011

** Resigned on November 30, 2010

INDEXContentsDirectors’ Report .................................................................... 1Corporate Governance Report .............................................. 5Management Discussionand Analysis Report ............................................................. 17Compliance Certificate ........................................................ 18Auditors’ Report .................................................................... 21Financial Statements ............................................................ 24Subsidiary Company............................................................ 35Consolidated Financial Statements .................................... 46Statement pursuant to Section 212 of theCompanies Act, 1956 ........................................................... 60

REGISTRAR & SHARE TRANSFER AGENTM/s MAS Services LimitedT-34, 2nd Floor, Okhla Industrial Area,Phase II, New Delhi - 110020Ph:- 011-26387281/82/83 Fax:- 011-26387384Email: [email protected]: www.masserv.com

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17th Annual Report

DIRECTORS’ REPORT

To

The Members,JPT Securities Limited

Your Directors have pleasure in presenting the 17th Annual Report, together with the Audited Accounts of theCompany for the financial year ended March 31, 2011.

FINANCIAL RESULTS

The salient features of the Company’s financial results for the financial year ended March 31, 2011 as comparedwith the previous financial year are as follows:

Rs. In Lacs

Particulars March 31, 2011 March 31, 2010

Total Income 854.05 64.99

Less: Total Expenditure 718.79 31.98

Profit before Depreciation and Tax 135.26 33.01

Less: Depreciation 0.11 0.02

Profit before Tax 135.15 32.99

Less: Current Tax 65.00 10.48

Less: Provision for Deferred Tax 0.01 0.02

Profit after Tax 70.14 22.49

DIVIDEND

With a view to conserve resources, the Directors do not recommend any dividend for the year under review.

REVIEW OF OPERATIONS

The Company has operating revenue of Rs. 854.05 Lacs during the year under review as compared to Rs.64.99 Lacs for the previous year and the Company has made a profit after tax of Rs. 70.14 Lacs as comparedto a profit after tax of Rs. 22.49 Lacs for the previous year.

SUBSIDIARY COMPANY

During the year, M/s. JPT Share Services Private Limited, incorporated on September 7, 2010, was formed asthe Wholly Owned Subsidiary Company to carry on the business of share and stock brokers. The Companyhas received Deposit Based Trading Membership of Cash Segment and Trading Membership of Equity DerivativesSegment of the Bombay Stock Exchange Limited. The Company has also received the SEBI Registration Certificatefor the registration of the said membership in Cash and Equity Derivative Segments.

As per the provisions of Section 212 of the Companies Act, 1956, the Holding Company is required to attach theBalance Sheet, Profit and Loss Account, Directors’ Report, statement of Holding Company’s interest in thesubsidiary and report of Auditors on Subsidiary Company’s Accounts. All the said details pertaining to M/s. JPTShare Services Private Limited forms part of this Annual Report.

FUTURE PROSPECTS

The Company is presently a Non-Banking Financial Company. The Company is exploring avenues in the powersector. The Company is also planning for the development of Thermal Power Plant at Pipavav.

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DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mr. J. Alexander, Chairman and Mr. J. P. Rai,Director of the Company, are liable for retirement by rotation at the ensuing Annual General Meeting. Mr. J.Alexander, being eligible, offers himself for re-appointment. However, Mr. J. P. Rai, though being eligible for re-appointment, does not opt to be re-appointed due to his pre-occupations. The Board recommends the appointmentof Mr. J. Alexander for the approval of the Members. The Board places on record their appreciation andacknowledgement for the valuable services rendered by Mr. J. P. Rai during his tenure as the Director of theCompany.

Mr. Ravindra Kumar Belapurkar was appointed as an Additional Director and Whole Time Director by the Boardof Directors in their meeting held on August 12, 2011. The appointment of Mr. Ravindra Kumar Belapurkar asDirector and Whole Time Director is to be confirmed by the Members of the Company at the ensuing AnnualGeneral Meeting.

Brief resume of the Directors proposed to be appointed / re-appointed, nature of their expertise in specificfunctional areas and names of companies in which they hold Directorships and Memberships/ Chairmanships ofAudit and Shareholders’/Investors’ Grievance Committees, are provided in the Notice of 17th Annual GeneralMeeting.

Mr. Jay Mehta had tendered his resignation from the position of Whole Time Director of the Company w.e.f.November 30, 2010, due to his pre-occupations. The Board wish to place on record their appreciation andacknowledgement for the valuable services rendered by Mr. Jay Mehta during his tenure as the Whole TimeDirector of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors would like to state that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicableaccounting standards have been followed along with proper explanation relating to the material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit or loss of the Company for the year underreview;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a going concern basis.”

AUDIT COMMITTEE

Pursuant to the provisions of Section 292A of the Companies Act, 1956, and Clause 49 of the Listing Agreement,the Audit Committee of the Company comprises of Mr. Bhalchandra Bhalerao as Chairman and Mr. Sanjivi Sundar,Mr. J. Alexander and Mr. Rajendra Ganatra as Members. The Audit Committee has reviewed the Annual Accountsfor the year ended March 31, 2011, which are enclosed with this report.

AUDITORS

M/s. Batra Sapra & Company, Chartered Accountants, New Delhi, the Statutory Auditors of the Company, holdsoffice until the conclusion of the ensuing Annual General Meeting and being eligible, have expressed theirwillingness to continue.

The Company has received a letter from them to the effect that their re-appointment, if made, would be withinthe limit prescribed under section 224(1B) of the Companies Act, 1956 and that they are not disqualified forsuch re-appointment within the meaning of Section 226 of the said Act.

The re-appointment of M/s. Batra Sapra & Co. as Statutory Auditors of the Company has been recommendedby the Board of Directors for the approval of the Members.

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AUDITORS’ REPORT

The Auditor’s Report submitted by M/s. Batra Sapra & Company, Statutory Auditors of the Company, to theMembers does not contain any reservations, qualification or adverse remark.

RBI COMPLIANCES

The Company has followed the guidelines of the Reserve Bank of India (RBI) with regard to prudential norms,acceptance of deposits, capital adequacy and other norms stipulated from time to time and as applicable to non-deposit taking NBFCs. The Company was earlier registered with RBI, New Delhi Regional Office. However,consequent upon shifting of Registered Office of the Company from New Delhi to the State of Maharashtra, theCompany had applied for Certificate of Registration from RBI, Mumbai Regional Office. The Company receivedthe said Certificate dated May 24, 2011, from RBI, Mumbai Regional Office .

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis on the operations of the Company is provided in a separate sectionand it forms part of this report.

CORPORATE GOVERNANCE

The Company has been following the principles and practices of good Corporate Governance and has ensureddue compliance of the requirements stipulated under Clause 49 of the Listing Agreement with the Stock Exchange.A separate report on Corporate Governance and Practising Company Secretary’s Certificate regarding complianceof conditions of Corporate Governance, forms part of this Report.

COMPLIANCE CERTIFICATE

The certificate as required under Section 383A of the Companies Act, 1956, given by Mr. Aashish Bhatt, PractisingCompany Secretary, forms part of this Report.

LISTING AGREEMENT COMPLIANCES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (‘BSE’) and listing feeshas been paid till March 31, 2012. The Company has duly complied with the requirements and compliances asper various Clauses of Listing Agreement with the BSE.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review and hence there areno outstanding deposits as on March 31, 2011.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the employees of the Company are covered under Section217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE SOCIAL RESPONSIBILITY

The Company proposes to be a part of the ‘Green Initiative in Corporate Governance’ programme introducedby the Ministry of Corporate Affairs vide Circulars 17/2011 and 18/2011 dated 21st April, 2011 and 29th April,2011, respectively, whereby Companies are permitted to send Notices/documents including Annual Report, etc.in electronic mode. This will reduce paper consumption to a great extent and allow Members to contribute towardsa Greener Environment.

In this regard, a letter is enclosed with this Annual Report giving an advance opportunity to every Member toregister their email address (and changes therein from time to time) with the Company so that the documentscan be sent to them in the electronic mode. The Company hereby requests its Members to be part of this“Green Initiative”.

BUY BACK

No shares of the Company were bought back during the financial year 2010-11.

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HUMAN RESOURCES

Employees are the most precious asset of the Company. The Company successfully created work environmentthat boosts innovation and meritocracy. The personnel relations of the Company remained cordial during theyear.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure ofParticulars in Report of the Board of Directors) Rules, 1988, relating to conservation of energy, technologyabsorptions is not applicable to the Company.

There were no Foreign Exchange earnings and outgo during the financial year ended March 31, 2011.

ACKNOWLEDGEMENT

Your directors are thankful to all the Employees of the Company, the Clients, the Members, the Vendors, theGovernment Authorities, the Bankers and Financial Institutions for their continued support during the year. TheDirectors appreciate the continued co-operation received from various Regulatory Authorities.

For and on behalf of the Board of Directors

Date: August 31, 2011 J. AlexanderPlace: Bangalore Chairman

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CORPORATE GOVERNANCE REPORTIn compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreementwith the Stock Exchange, a report on Corporate Governance is set out below.

1. A STATEMENT ON COMPANY’S PHILOSOPHY ON THE CODE OF CORPORATE GOVERNANCE:

Your Company’s philosophy on Corporate Governance envisages working towards higher levels oftransparency, empowerment, accountability, safety of people and environment, motivation, consistent valuesystems, respect for law and fair business practices with all its stakeholders. The Company upholds thesevalues and ensures their protection. The Company believes that good corporate practices inculcateprofessional management, increases the value of stakeholders & customer satisfaction. These practicesbeing followed by the Company have helped the Company in its growth.

2. BOARD OF DIRECTORS:

(i) Composition of the Board:

The Board of Directors provides strategic direction and thrust to the operations of the Company. TheBoard consists of seven Directors, out of which one is Executive Director and six are Non ExecutiveDirectors of which three are Independent Directors. The Chairman of the Board is a Non-Executive,Independent Director. Thus, the Board of the Company has an optimum combination of Executive andNon-Executive Directors in conformity with the provisions of Clause 49 of the Listing Agreement.

Further, none of the Directors of the Board is a Member of more than 10 Committees or Chairman ofmore than 5 Committees which is in compliance with the Clause 49(I)(C) of the Listing Agreement. Allthe Directors have made requisite disclosures regarding Board and Committee Memberships/Chairmanships held by them in other Companies and the same have been duly recorded by the Boardin their Meeting from time to time.

The composition of Directors on the Board of the Company, the nature of their directorships, the number ofdirectorships held by them in other Indian public companies and also the number of committee Memberships/Chairmanships held by them on the Audit Committees and the Shareholders’/ Investors’ GrievanceCommittees of other public companies as on March 31, 2011, is depicted in the table given below:

Name of Directors Category of Designation No. of No. ofDirectorship Directorships Committee

in other Indian Memberships/Public Ltd. ChairmanshipsCos. as on in other PublicMarch 31, 2011*** Companies as on

March 31, 2011Chairmanship Membership

Mr. J. Alexander Non Executive, Chairman 3 - -Independent

Mr. Ravindra Kumar Executive Whole Time - - -Belapurkar* Director

Mr. Jay Mehta** Executive Whole Time NA NA NADirector

Mr. Sanjivi Sundar Non Executive, Director 5 1 -Independent

Mr. Bhalchandra Non Executive, Director 1 - -Bhalerao IndependentMr. Nikhil Gandhi Non Executive, Director 10 - 6

Non IndependentMr. J. P. Rai Non Executive, Director - - -

Non IndependentMr. Rajendra Ganatra Non Executive, Director 3 - -

Non Independent

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*Appointed as an Additional Director and Whole Time Director by the Board of Directors w.e.f. August12, 2011.

**Ceased to be Director w.e.f. November 30, 2010.

***Directorships held in foreign companies, Private companies and Section 25 companies are excluded.

(ii) Meetings and Attendance during the year 2010-2011:

During the Financial Year 2010-2011 the Board met 6 times on April 22, 2010, May 21, 2010, June 30,2010, August 14, 2010, November 13, 2010 and February 11, 2011. The Company has held at leastone Board Meeting in every quarter and the maximum time gap between two Meetings was not morethan four months.

The attendance of each Director at the Board Meetings during the financial year 2010-2011 and at the16th AGM held on September 29, 2010, is given below:

Name of Directors Attendance Particulars during the financial year 2010-2011

No. of Meetings held No. of Meetings 16th AGMduring the tenure of Director attended attended

Mr. J. Alexander 6 6 Yes

Mr. Jay Mehta* 5 5 YesMr. Sanjivi Sundar 6 Nil No

Mr. Bhalchandra Bhalerao 6 5 Yes

Mr. Nikhil Gandhi 6 4 NoMr. J. P. Rai 6 4 No

Mr. Rajendra Ganatra 6 5 No

*Ceased to be Director w.e.f. November 30, 2010.

3. AUDIT COMMITTEE:

The constitution, composition and terms of reference of the Audit Committee covers the matters specifiedunder the provision of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

The Committee mandatorily reviews the management discussion and analysis of financial condition andresults of operations, related party transactions, internal audit reports.

(i) Terms of reference:

The role of the Audit Committee shall include the following:

1. Oversight of the Company’s financial reporting process and the disclosure of its financialinformation to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacementor removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the Management, the annual financial statements before submission to the Boardfor approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included inthe Board’s report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment bymanagement

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report.

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5. Reviewing, with the Management, the quarterly financial statements before submission to the Boardfor approval

6. Reviewing, with the Management, the statement of uses / application of funds raised through anissue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposesother than those stated in the offer document/prospectus/notice and the report submitted by themonitoring agency monitoring the utilisation of proceeds of a public or rights issue, and makingappropriate recommendations to the Board to take up steps in this matter.

7. Reviewing, with the Management, performance of statutory and internal auditors, and adequacyof the internal control systems.

8. Reviewing the adequacy of internal audit function, if any, including the structure of the internalaudit department, staffing and seniority of the official heading the department, reporting structurecoverage and frequency of internal audit.

9. Discussion with internal auditors any significant findings and follow up there on.

10. Reviewing the findings of any internal investigations by the internal auditors into matters wherethere is suspected fraud or irregularity or a failure of internal control systems of a material natureand reporting the matter to the Board.

11. Discussion with statutory auditors before the audit commences, about the nature and scope ofaudit as well as post-audit discussion to ascertain any area of concern.

12. To look into the reasons for substantial defaults in the payment to the depositors, debentureholders, shareholders (in case of non payment of declared dividends) and creditors.

13. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

14. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person headingthe finance function or discharging that function) after assessing the qualifications, experience &background, etc. of the candidate.

15. Carrying out any other function as is mentioned in the terms of reference of the Audit Committeeor under any statutory, contractual or other regulatory requirement.

(ii) Composition:

As a measure of good Corporate Governance and to provide assistance to the Board of Directors infulfilling the Board’s responsibilities, an Audit Committee is in existence.

The Audit Committee comprised Mr. Bhalchandra Bhalerao as Chairman and Mr. Sanjivi Sundar,Mr. J. Alexander and Mr. Jay Mehta as Members.

However, due to the resignation of Mr. Jay Mehta from the Directorship of the Company w.e.f. November30, 2010, the Audit Committee was re-constituted in the Meeting of the Board of Directors held onFebruary 11, 2011.

The Audit Committee now comprise of three Independent Directors and one Non-Executive Non-Independent Director, the Chairman being the Independent Director.

The Committee now comprises of the following Members:

Name of the Members Designation

Mr. Bhalchandra Bhalerao Chairman

Mr. Sanjivi Sundar Member

Mr. J. Alexander Member

Mr. Rajendra Ganatra Member

(iii) Meetings and attendance of Members during the year:

During the year under review, the Audit Committee met four times on May 21, 2010, August 14, 2010,November 13, 2010 and February 11, 2011. Necessary quorum was present at all the Meetings.

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The attendance details of the Members of the Audit Committee during the year 2010-2011 are given below:

Name of Members No. of Meetings held No. ofduring the tenure of Member Meetings attended

Mr. Bhalchandra Bhalerao 4 4

Mr. J. Alexander 4 4

Mr. Sanjivi Sundar 4 Nil

Mr. Rajendra Ganatra* Nil Nil

Mr. Jay Mehta** 3 3

*Joined as Member w.e.f. February 11, 2011

**Ceased to be Director w.e.f. November 30, 2010

4. REMUNERATION COMMITTEE:

(i) Brief Description of Terms of Reference:

The terms of reference of the Remuneration Committee includes the following:

1. Recommending to the Board, the remuneration packages of the Company’s Managing Director/Joint Managing Director/Deputy Managing Director/ Whole Time Director/Executive Director,including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites,commission, incentives, stock options, pension, retirement benefits, details of fixed componentand performance linked incentives along with the performance criteria, service contracts, noticeperiod, severance fees, etc.).

2. Determining the Company’s policy on specific remuneration packages for the Company’s ManagingDirector/Joint Managing Director/Deputy Managing Director/ Whole Time Director/ExecutiveDirectors, including pension rights and any compensation payment.

3. Implementing, supervising and administering any share or stock option policy or any other schemeformulated by the Company.

4. Establishing and administering any employee compensation and benefit plans.

5. Carrying out other functions as may from time to time be required under any statutory, contractualor other regulatory requirement.

(ii) Composition:

The Remuneration Committee comprises of the following three Non-Executive Directors, the Chairmanbeing an Independent Director:

Name of Members Designation


Mr. J. Alexander Member

Mr. Nikhil Gandhi Member

(iii) Attendance during the year:

During the year no Committee Meeting was held.

(iv) Remuneration Policy:

The Company’s remuneration policy is driven by the success and performance of the individualemployee and the Company. Through its Compensation programme, the Company endeavours toattract, retain, develop and motivate a high performance workforce. The Company follows acompensation mix of fixed pay, benefits and Economic Value Analysis based variable pay. Individualperformance pay is determined by business performance and the performance of individuals ismeasured through the annual appraisal process.

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(v) Remuneration paid to the Directors during the Financial Year 2010-2011:

Name of the Director Sitting fees paid during Salary and allowancesthe year 2010-2011(Amt. in Rs.) paid during the year

2010-2011(Amt. in Rs.)

Board Committees

Mr. J. Alexander (Chairman) 30,000 10,000 -

Mr. Sanjivi Sundar - - -

Mr. Bhalchandra Bhalerao 25,000 12,500 -

Mr. Nikhil Gandhi - - -

Mr. Jai Prakash Rai - - -

Mr. Rajendra Ganatra - - -

Mr. Jay Mehta * - - 14,66,664(Whole Time Director)

Total 55,000 22,500 14,66,664

*Ceased to be Director w.e.f. November 30, 2010

The Company does not have any Employee Stock Option Scheme (ESOS).

None of the Directors hold any Equity Shares of the Company as on March 31, 2011.

5. SHARE TRANSFER, SHAREHOLDER / INVESTORS’ GRIEVANCE COMMITTEE:

The Committee approves/rejects the applications for share transfer / transmission / duplicate / split / remat/consolidation, etc. The responsibilities of the Committee are to supervise the mechanism of investor grievanceredressal, to ensure cordial investor relations and such other functions as may from time to time be requiredunder any statutory, contractual or other regulatory requirement.

(i) Composition

The Share Transfer, Shareholder/Investors’ Grievance Committee comprised of Mr. BhalchandraBhalerao, Non-Executive Independent Director, as Chairman, Mr. J. P. Rai and Mr. Jay Mehta asMembers.

However, due to the resignation of Mr. Jay Mehta from the Directorship of the Company w.e.f. November30, 2010, the Share Transfer, Shareholder/Investors’ Grievance Committee was re-constituted in theMeeting of the Board of Directors held on February 11, 2011.

The Committee now comprises of the following Members:

Name of the Members Designation


Mr. J. P. Rai Member

Mr. Rajendra Ganatra Member

(ii) Meetings and attendance of Members during the year:

During the financial year 2010-2011, the Share Transfer, Shareholder/Investors’ Grievance CommitteeMeeting was held once on April 22, 2010. The attendance details of the Members are given below:

Name of the Members No. of Meetings held during the No. of Meetingstenure of Member attended

Mr. Bhalchandra Bhalerao 1 1

Mr. Jay Mehta 1 1

Mr. J. P. Rai 1 Nil

Mr. Rajendra Ganatra Nil Nil

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(iii) Compliance Officer:

The Board has designated Mr. Arun Sahu as the Compliance Officer of the Company pursuant toClause 47 of the Listing Agreement. He looks into investor grievances and co-ordinates with M/s MASServices Ltd., the Registrar & Share Transfer Agent, for redressal of the investor grievances.

(iv) A summary of complaints received and resolved by the Company during the period April 01,2010 to March 31, 2011 is given below:

Particulars No. of Complaints

Complaints received during the year Nil

Complaints not solved to the satisfaction of the Members during the year Nil

Complaints Pending at the closing of the financial year Nil

6. GENERAL BODY MEETINGS:

(i) Date and venue of the last three Annual General Meetings:

Date Venue Time No. of special resolutionspassed

September 29, 2010 Babasaheb Dahanukar Hall, 03.00 P.M. NoOricon House, 12, K. DubhashMarg, Kala Ghoda, Fort,Mumbai-400 001

August 24, 2009 I- 273, Sector – 3, Bawana 02.30 P.M. Special Resolution u/s 198,Industrial Area, Delhi 269, 309, 310 for appointment

of Mr. Jay Mehta as WholeTime Director of the Company

October 31, 2008 I- 273, Sector – 3, Bawana 02.30 P.M. Special Resolution u/s 163 Industrial Area, Delhi approving maintenance of

Register and Index of Membersand Debenture holders at aplace other than RegisteredOffice

(ii) Special resolutions passed during year through postal ballot:

During the year, consent of the Members of the Company was sought by Special resolution throughpostal ballot on July 21, 2010, on one occasion as under:

Date of Particulars of Total No. % Votes in % Votes Totalannouncement Postal Ballot of votes favour of against numberof results received the the of invalid

Resolution Resolution postalballots

received

July 21, 2010 Special Resolution for 1825720 100% 0 6alteration of Other Objects (consistingClause III(B) of Memorandum of 24 validof Association of the Company Postalby insertion of new clauses. Ballots)

Special Resolution forcommencement of newbusiness as mentioned inthe new clauses inserted inthe Other Objects ClauseIII(B) vide the aboveresolution.

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(iii) Person who conducted the Postal Ballot exercise: Mr. Aashish K. Bhatt from M/s. Aashish K.Bhatt & Associates, Practising Company Secretaries.

(iv) Whether any special resolution is proposed to be conducted through postal ballot – No

(v) Procedure for postal ballot – The postal ballot procedure is conducted in accordance with the Section192A of the Companies Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot)Rules, 2001. The brief procedure is mentioned hereunder:

a) The Board at its Meeting approves the items to be passed through postal ballot and authorisesthe Whole Time Director or Director or the Company Secretary severally to be responsible forthe entire process of postal ballot.

b) A professional such as Company Secretary, who is not in employment of the Company, is appointedas the Scrutinizer for the Postal Ballot process.

c) Notice of postal ballot along with the ballot papers are sent to the Members along with a self –addressed envelope addressed to the Scrutinizer.

d) An advertisement is published in the newspaper about the dispatch of ballot papers and notice ofpostal ballot.

e) The duly completed postal ballot papers are received by the Scrutinizer.

f) Scrutinizer gives his report to the Chairman / Authorised Person.

g) The Chairman / Authorised Person announces the results of the postal ballot.

h) Results are intimated to the Stock Exchange.

7. DISCLOSURES:

(i) Related Party Transactions

Disclosures on materially significant related party transactions appear at the appropriate place in theNotes to Accounts.

(ii) Details of non-compliance

There were no cases of non-compliance with Stock Exchange or SEBI regulations, nor any cases ofpenalties or strictures imposed by any Stock Exchange or SEBI or any other statutory authority forany violation related to the capital markets, during the last three years.

(iii) Whistle Blower Policy

The Company at present does not have a Whistle Blower Policy. However, any employee, if he / shedesires, has free access to meet or communicate with the Audit Committee and report any matter ofconcern.

(iv) Details of compliance with mandatory requirements and adoption of the non-mandatoryrequirements of this Clause

There has been complete compliance with mandatory requirements and in respect of non-mandatoryrequirements, disclosure have been made to the extent of adoption.

8. CODE OF CONDUCT:

The Board has laid down code of conduct for Board Members and for Senior Management of the Company.All the Board Members and Senior Management Personnel of the Company have affirmed compliance withthe said code of conduct. A certification to this effect as required under Clause 49 of the Listing Agreementis annexed to the Annual Report.

9. MEANS OF COMMUNICATION:

The quarterly, half-yearly and annual financial results are submitted to Stock Exchange in compliance withthe Clause 41 of the Listing Agreement and the same are published in two newspapers i.e., one EnglishNewspaper and one in local language newspaper.

Further, as a part of disclosure relating to the Management, in addition to the Directors’ Report, ManagementDiscussion and Analysis forms part of this Annual Report.

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10. DISCLOSURE REGARDING DIRECTORS’ APPOINTMENT AND RE-APPOINTMENT

The brief resume of the Directors being appointed/re-appointed is already mentioned in the notice convening

17th Annual General Meeting and therefore it is not separately mentioned in this report.

11. GENERAL SHAREHOLDER INFORMATION:

(i) Annual General Meeting:

The 17th AGM of the Company will be held on Thursday, September 29, 2011, at Oricon House,

Maharashtra Chambers of Commerce Path, Fort, Mumbai – 400001, at 2:30 p.m.

(ii) Financial Calendar (tentative):

The financial year of the Company is April 1 - March 31.

Tentative Schedule Tentative Date

Financial reporting for the quarter ending June 30, 2011 On or before August 14, 2011

Financial reporting for the quarter ending September 30, 2011 On or before November

14, 2011

Financial reporting for the quarter ending December 31, 2011 On or before February

14, 2011

Financial reporting for the quarter and year ending March 31, 2012 On or before May 14, 2012/

May 30, 2012*

Annual General Meeting for the year ending March 31, 2012 On or before September

30, 2012

*As provided under Clause 41 of the Listing Agreement, Board may also consider publication of Audited

Results for the Financial Year 2011-2012 on or before May 30, 2012, instead of publishing Un-audited

Results for the fourth quarter.

(iii) Date of Book Closure:

The Register of Members and the Share Transfer Books of the Company will remain closed from

Tuesday, September 27, 2011 to Thursday, September 29, 2011 (both days inclusive).

(iv) Dividend Payment Date:

No dividend has been recommended on Equity shares of the Company for the year ended March 31,

2011.

(v) Listing of Shares on Stock Exchanges:

The shares of the Company are listed on Bombay Stock Exchange Limited. Annual Listing fees as

prescribed for the year 2011-12 has been paid to the Stock Exchange.

(vi) Stock Code:

(a) Scrip Code on BSE: 530985

(b) Demat ISIN No: INE630C01012

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(vii) Market Price Data:

The details of monthly High and Low price of the Equity shares of the Company in the financial year2010-2011 are as below:

Month & Year BSE PRICE (RS.)

HIGH LOW

April, 2010 111.50 62.30

May, 2010 99.00 69.00

June, 2010 117.80 89.25

July, 2010 109.95 94.30

August, 2010 102.00 82.30

September, 2010 107.85 77.80

October, 2010 101.00 81.10

November, 2010 109.00 73.80

December, 2010 85.70 62.50

January, 2011 87.00 56.05

February, 2011 85.00 61.00

March, 2011 73.90 50.00

(viii)Performance in comparison to broad-based indices such as BSE Sensex:

(ix) Registrar and Share Transfer Agent of the Company:

M/s MAS Services LimitedT-34, 2nd Floor, Okhla Industrial Area,Phase - II, New Delhi - 110 020Ph:- 011-26387281/82/83Fax:- 011-26387384Email: [email protected]: www.masserv.com

(x) Share Transfer System:

The shareholders are requested to contact M/s. MAS Services Limited, Registrar and Share TransferAgent, for dealing with the shares of the Company in physical and electronic mode.

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17th Annual Report

(xi) (a) The Company’s distribution of the Shareholding is given below as on March 31, 2011:

No. of equity No. of % to total No. of % to totalshares held Shareholders Holders shares shares

Up to – 5000 1834 81.91 2,42,696 8.07

5001 – 10000 209 9.33 1,70,339 5.67

10001 – 20000 93 4.15 1,39,114 4.63

20001 – 30000 36 1.61 92,698 3.08

30001 – 40000 21 0.94 76,670 2.55

40001 – 50000 9 0.40 41,564 1.38

50001 – 100000 25 1.12 1,91,947 6.39

100001 & above 12 0.54 20,50,972 68.23

Total 2239 100.00 30,06,000 100.00

(b) Shareholding Pattern as on March 31, 2011:

Category No. of Holders No. of shares % of holding

Indian Promoters 1 18,06,350 60.09

Foreign Promoters - - -

Mutual Funds - - -

Financial Institutions - - -

Foreign Institutional Investors - - -

Bodies Corporate 90 2,15,140 7.16

Indian Public 2108 9,46,029 31.47

Foreign Nationals/NRIs/OCB 19 17,847 0.59

Others (Clearing Members & Trust) 21 20,634 0.69

Total 2239 30,06,000 100.00

(xii) Dematerialization of shares & liquidity:

As on March 31, 2011, 2847966 i.e., 94.75% (approx) of the total equity capital is held in demat form withNSDL and CDSL.

(xiii) Outstanding GDRs/ADRs/Warrants or Convertible Instruments issued by the Company:

There are no outstanding ADRs/GDRs/Warrants or any convertible instruments issued by the Company.

(xiv) Plant Locations: Not applicable

(xv) Address for Correspondence:

For transfer/dematerialization of Shares, Payment of dividend on shares,Corporate actions or change ofaddress or any query relating to the Shares of the Company or any other query, the shareholders arerequested to contact:

M/s MAS Services LimitedRegistrar and Share Transfer Agent of the CompanyT-34, 2nd Floor, Okhla Industrial Area,Phase - II, New Delhi - 110 020Ph:- 011-26387281/82/83Fax:- 011-26387384Email: [email protected]: www.masserv.com

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17th Annual Report

CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the Members of JPT Securities Ltd

We have examined the compliance of conditions of Corporate Governance by M/s. JPT Securities Ltd. (theCompany) for the year ended on March 31, 2011 as stipulated in Clause 49 of the Listing Agreement of the saidCompany with Bombay Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinationwas limited to procedures and implementation thereof adopted by the Company for ensuring the compliance ofthe conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

In our opinion and to the best of our information and explanations given to us, and based on the representationsmade by the Directors and the Management, we certify that the Company has complied with the conditions ofCorporate Governance as stipulated in the above-mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

For Aashish K. Bhatt & AssociatesPractising Company Secretaries

Aashish BhattProprietor

C. P. No. 7023

Place: MumbaiDate: August 31, 2011

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17th Annual Report

Certificate of Whole Time Director on Financial Statements under Clause 49 of the Listing Agreement

I, Rajendra Ganatra, Director of M/s. JPT Securities Limited, to the best of my knowledge and belief certify that:

(a) I have reviewed the financial statements along with the Cash flow statement of M/s. JPT Securities Limitedfor the year ended March 31, 2011 and to the best of my knowledge and belief I state that:

(i) these statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliancewith existing accounting standards, applicable laws and regulations.

(b) There are, to the best of my knowledge and belief, no transactions entered into by the Company during theyear under review which are fraudulent, illegal or violative of the Company’s code of conduct.

c) I accept the responsibility for establishing and maintaining internal controls for financial reporting and that Ihave evaluated the effectiveness of the internal control systems of the Company pertaining to financialreporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operationof such internal controls, if any, and steps taken or proposed to be taken for rectifying these deficiencies.

(d) I have indicated to the Auditors and the Audit committee that:

(i) There were no significant changes in internal control over financial reporting during the year;

(ii) There were no significant changes made in the accounting policies made during the year and that thesame have been disclosed to the notes to the financial statements; and

(iii) There were no instances of significant fraud of which I have become aware of and the involvementtherein, if any, of the management or an employee who have a significant role in the Company’s internalcontrol systems over financial reporting;

Place: Mumbai Rajendra GanatraDate: May 30, 2011 Director

Certificate of compliance with the Code of Conduct of the Company

This is to affirm that the Board of Directors of M/s. JPT Securities Limited has adopted a Code of Conduct for itsBoard Members and Senior Management Personnel in compliance with the provisions of Clause 49 (1D) of theListing Agreement with the Stock Exchanges and the Board Members and Senior Management Personnel of theCompany have confirmed the compliance of provisions of the said code for the financial year ended March 31,2011.

Place: Mumbai Rajendra GanatraDate: May 30, 2011 Director

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17th Annual Report

MANAGEMENT DISCUSSION & ANALYSIS REPORTThe Management Discussion and Analysis Report of the Company for the year 2010-2011 is as under: -1. INDUSTRY STRUCTURE AND DEVELOPMENTS

Our Company’s business is to deal in capital market, financial services. Overall demand for financial servicesin India continues to be on an upswing. It is interesting to note that International Financial Institutions areplaying an increasing role in the expansion of India’s large corporations. The said sector is having hugegrowth potential, and with Government’s ongoing policy efforts to liberalize it further, the sector could wellplay a significant role in the growth of the Indian economy over the near to midterm.

2. OPPORTUNITIES AND THREATSThe Company continues to explore various new avenues of business within the financial services arena.Your Company is also evaluating business oppotunities within the thermal power sector over the near tomidterm.

3. SEGMENT WISE PERFORMANCEThe total income earned by the Company for the year under review is Rs. 854.05 Lacs as compared toRs. 64.99 Lacs in the previous year ended March 31, 2011. The net profit for the year under review isRs. 70.14 Lacs as compared to Rs. 22.49 Lacs in the previous financial year.

4. FUTURE PROSPECTS & OUTLOOKIn the forthcoming year, the Company envisages to identify new avenues of business activities and makeuse of opportunities available, besides strengthening its present operations. It aims to explore the opportunitiesin the field of infrastructure, power project, project development and logistic related business.

5. RISK AND CONCERNSGeneral risks associated with the financial services sector in the normal course of business, that we arein, apply to our Company also.

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYThe Company has adequate internal controls commensurate with its size to ensure protection of assetsagainst loss from unauthorized use and all the transactions are authorized, recorded and reported correctly.Besides, the Audit Committee reviews the internal controls at periodic intervals in close co-ordination withthe Auditors.

7. FINANCIAL PERFORMANCEa) Share Capital: The Company’s issued and subscribed share capital consists of Equity Share Capital

only. The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2011 stoodat Rs. 300.60 Lacs comprising of 3006000 Equity Shares of Rs. 10/- each fully paid (previous year Rs.300.60 Lacs).

b) Reserves and Surplus: During the year under review, the Reserves and Surplus stood at Rs. 164.27Lacs (previous year Rs. 94.12 Lacs);

c) Current Assets & Current Liabilities: The Current Assets and Current Liabilities for the period underreview stood at Rs. 2016.73 Lacs & Rs. 164.52 Lacs respectively (Previous year Rs. 426.25 Lacs &Rs. 31.79 Lacs respectively). The net current assets (i.e., current assets less current liabilities) at theend of the year stood Rs. 1852.21 Lacs (Previous year Rs. 394.46 Lacs).

8. HUMAN RESOURCESThe Company presently has adequate human resources to man its various activities. However, on takingup further new activities, additional resources shall be made up accordingly from time to time.

9. RISK MANAGEMENT FRAMEWORKThe Company has in place mechanisms to inform Board members about the risk assessment andminimization procedures and periodical reviews to ensure that risk is controlled by the executivemanagement through the means of a properly defined framework.

10. CAUTIONARY STATEMENTStatements in the Management Discussion and Analysis describing the Company’s objectives, expectationsor predictions may be forward looking within the meaning of applicable securities, laws and regulations.Actual results may differ materially from those expressed in the statement. The important factors that couldinfluence the Company’s operations include change in government regulations, tax laws, economicdevelopments, litigations, etc.

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17th Annual Report

COMPLIANCE CERTIFICATECorporate Identity Number (CIN) : L67120MH1994PLC204636

Nominal Share Capital : Rs. 40,000,000/-

To,

The MembersJPT Securities LimitedSKIL House, 209, Bank Street Cross Lane,Fort, Mumbai - 400023.

I have examined the registers, records, books and papers of JPT Securities Limited (the Company) as requiredto be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisionscontained in the Memorandum and Articles of Association of the Company for the financial year endedMarch 31, 2011. In my opinion and to the best of my information and according to the examinations carried outby me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of theaforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per theprovisions of the Act and the rules made there under and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate with theRegistrar of Companies within the time prescribed under the Act and the rules made there under. TheCompany had obtained approval from Company Law Board, Northern Region Bench, for shifting of registeredoffice from Union Territory of Delhi to State of Maharashtra. No forms or returns were required to be filedwith the Regional Director, Central Government or other authorities.

3. The Company being a Public Limited Company has the paid-up capital of Rs. 3,00,60,000/- (Rupees ThreeCrores Sixty Thousand only) as on March 31, 2011.

4. The Board of Directors duly met 6 (Six) times on April 22, 2010, May 21, 2010, June 30, 2010, August 14,2010, November 13, 2010 and February 11, 2011 in respect of which meetings, proper notices were givenand the proceedings were properly recorded and signed in the minutes book maintained for the purpose.The Company has passed Board Resolution by circulation.

5. The Company has closed its Register of Members from September 27, 2010 to September 29, 2010(both days inclusive) for the purpose of Annual General Meeting.

6. The Annual General Meeting for the financial year ended on March 31, 2010 was held on September 29,2010 after giving due notice to the members of the Company and the resolutions passed thereat were dulyrecorded in minutes book maintained for the purpose.

7. No Extraordinary General Meeting was held during the financial year.

8. The Company has not advanced loans to its Directors and/or persons or firms or companies referred inthe section 295 of the Act.

9. The Company has not entered into contracts falling within the purview of section 297 of the Act.

10. The Company was not required to make entries in the register maintained under section 301 of the Act.

11. Pursuant to the provisions of Section 314 of the Act, the Company was not required to obtain approvalsfrom the Board of Directors, members or the Central Government as the case may be.

12. The Company has not issued duplicate Share Certificates during the financial year.

13. The Company has:

(i) Not been required to deliver share certificate(s) as no allotment, physical transfer or transmission hasbeen approved by the Board.

(ii) Not declared dividend during the financial year under review;

(iii) Not been required to post dividend warrants, as dividend was not declared;

(iv) Not been required to transfer amounts in unpaid dividend account, application money due for refund,matured deposits, matured debentures and the interest accrued thereon which have remained unclaimedor unpaid for a period of seven years to Investor Education and Protection Fund;

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17th Annual Report

(v) duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. Mr. Rajendra Ganatra, was appointed asAdditional Director and his appointment was regularized in Annual General Meeting. No appointment ofalternate directors or directors to fill casual vacancies has been made.

15. The Company has not appointed Managing Director/ Whole-time Director/ Manager during the financialyear. Mr. Jay Mehta resigned as Whole Time Director.

16. The Company has not appointed Sole - selling Agent during the financial year.

17. The Company was not required to obtain approvals of the Central Government, Regional Director, exceptfor shifting of registered office from Union Territory of Delhi to State of Maharashtra from Company LawBoard and Registrar of Companies.

18. The Directors have disclosed their interest in other firms / companies to the Board of Directors pursuant tothe provisions of the Act and the rules made there under.

19. The Company has not issued shares, debentures or other securities during the financial year.

20. The Company has not bought back shares during the financial year.

21. The Company has not redeemed preference shares or debentures during the financial year.

22. There were no transactions necessitating the Company to keep in abeyance rights to dividends, rightsshares and bonus shares pending registration of transfer of shares.

23. The Company has not invited / accepted deposits including unsecured loans falling within the purview ofSection 58A of the Act during the financial year.

24. The Company has not borrowed from banks, financial institutions, etc during the financial year.

25. The Company has not made loans or advances or given guarantees or provided securities to other bodiescorporate.

26. The Company has altered the provisions of the Memorandum with respect to situation of the Company’sregistered office from one State to another during the year.

27. The Company has altered the provisions of the Memorandum with respect to the objects of the Companyduring the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to name of the Companyduring the year under scrutiny.

29. The Company has not altered the provisions of the Memorandum with respect to Share Capital of theCompany during the year under scrutiny.

30. The Company has not altered its Articles of Association during the financial year.

31. As confirmed by the Management of the Company, there was no prosecution initiated against or showcause notices received by the Company during the financial year for alleged offences under the Act.

32. As confirmed by the Management, the Company has not received money as security from its employeesduring the financial year.

33. As confirmed by the Management, the Company was not required to deposit its contribution to ProvidentFund with prescribed authorities pursuant to section 418 of the Act.

Place: Mumbai Signature:Date: August 31, 2011 Name of Company Secretary: Aashish Bhatt

C. P. No. : 7023

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17th Annual Report

Annexure A

Registers and Records as maintained by the Company

Sr. No Particulars Section

1 A. Minutes of all Meetings of Board of DirectorsB. Minutes of General Meeting 193C. Minutes of Committees of Directors

2 Register of Members and Index 150 & 1513 Books of Accounts 2094 Register of Directors 3035 Register of Directors Shareholding 3076 Register of Charges 1437 Register of Contracts in which Directors are interested 3018 Register of Loans, Investments and Guarantee/Security provided 372A

Annexure BForms and Returns as filed by the Company with the Registrar of Companies, Regional Director, CentralGovernment or other authorities during the financial year ending on March 31, 2011.

Sr Form No./ Filed under Description Date of Whether If delay inNo. Return Section Filing filed within filing

prescribed Whethertime limit requisiteYes / No additional

fees paidYes / No

1 32 260 Appointment of Mr. Rajendra Ganatra 29.4.10 Yes Noas Additional Director

2 21 17(1) Notice of the Company Law Board order 14.5.10 Yes Noregarding shifting of Registered officefrom one state to another state

3 18 17 Shifting of Registered office from Union 24.5.10 Yes NoTerritory of Delhi to State of Maharashtra

4 62 192A Passing of resolutions by postal ballot 26.5.10 Yes No

5 23 17(1), Resolution for alteration in Objects 30.7.10 Yes No18(1) Clause and commencement of newand 149(2A) business.

6 20A 149(2A) Declaration of compliance with the 30.7.10 Yes Noprovisions of related Section

7 32 260 Appointment of Mr. Rajendra Ganatra 07.10.10 Yes Noas Director in Annual General Meeting

8 66 383A Compliance Certificate for the year 22.10.10 Yes Noended March 31, 2010

9 23AC, 220 Balance Sheet, Profit & Loss Account 23.10.10 Yes No23ACA and its annexure for year ended

March 31, 2010

10 20B 159 Annual Return 24.11.10 Yes No

11 32 - Resignation of Mr. Jay Mehta as Whole 22.12.10 Yes NoTime Director

With Regional Director : Not Applicable

With Central Government or other authorities : Not Applicable

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17th Annual Report

AUDITOR’S REPORTAuditors’ Report to the Members of

JPT SECURITIES LIMITED

1. We have audited the attached Balance Sheet of JPT SECURITIES LIMITED as at March 31, 2011 andrelated Profit & Loss Account annexed thereto for the year ended on that date, which have signed underreference to this report. These financial statements are the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by Management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As per the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report)(Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) ofsection 227 of the Companies Act, 1956 (The “Act”) and in terms of Notification No. DFC 117/DG (SPT)98 dated 02/01/1998 relating to direction of NBFC’s audits as per RBI Act, 1934 and on the basis of suchchecks as we considered appropriate under the circumstances and on the basis of information andexplanations given to us in the course of audit, we enclose in the Annexure, a statement on the mattersspecified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and beliefwere necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company so faras appears from our examination of those books;

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with thebooks of accounts;

(iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply withthe accounting standards referred to in sub-section 3 (c) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the Directors, as on March 31, 2011 and takenon record by the Board of Directors, we report that none of the Directors is disqualified from beingappointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the CompaniesAct, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, thesaid accounts give the information required by the Companies Act, 1956, in the manner so requiredand give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011,

(b) in the case of the Profit and Loss Account, of the “Profit” of the Company for the year ended onthat date and

(c) in the case of the Cash Flow Statement, of the cash flow for the year ended on that date.

For BATRA SAPRA & COMPANYChartered AccountantsFirm Reg.No.000103N

Soumyen MitraPartnerMembership No. 13983

Place: New DelhiDate: May 30, 2011

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17th Annual Report

ANNEXURE TO THE AUDITORS’ REPORTAnnexure referred to in Para 3 of our Report of even date on the financial statements for the year ended March31, 2011 of JPT SECURITIES LIMITED. Based on the audit procedures performed for the purpose of reportinga true and fair view of the financial statements of the Company and taking into consideration the information andexplanations given to us and the books and other records examined by us in the normal course of our audit, wereport that,

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative detailsand situation of fixed assets.

(b) All the assets have been physically verified by the Management during the year. No materialdiscrepancies were noticed on such verification.

(c) The contents of Paragraph 4(i)(c) of CARO, 2003, are not applicable since the Company has notdisposed any fixed assets.

(ii) (a) The Company is in the business of dealing in shares and securities. There is no closing stock at theyear end. Hence the clause (a) and (b) are not applicable.

(b) The Company is maintaining proper records of inventory (shares and securities) as required in thenormal course of business.

(iii) (a) The Company has not granted unsecured loan to Companies covered in the register maintainedunder section 301 of the Companies Act, 1956. Hence clause (a) to (d) are not applicable

(b) The Company has taken advance from one company covered in the register maintained under section301 of the Companies Act, 1956. The Outstanding amount as on March 31, 2011 is Rs. 67,04,10,000.The repayment and other terms are not specified.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internalcontrol systems commensurate with the size of the Company and the nature of its business with regardto purchases of inventory and fixed assets and for sale of goods and services. During the course ofaudit, no major weaknesses in the internal controls have come to our notice.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particularsof parties referred to, in section 301 of the Act have been entered in the register to be maintainedunder that section.

(b) The transaction made in pursuance of such contracts or arrangements have been made at priceswhich are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepteddeposits from public.

(vii) In our opinion, the Company has in-house internal audit system commensurate with its size and nature ofbusiness.

(viii) The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section(1) of section 209 of the Companies Act, 1956, for the nature of industry in which the Company is doingbusiness.

(ix) (a) According to the information and explanations given to us, the Company is regular in depositingundisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,Cess and any other statutory dues with the appropriate authorities and no such undisputed amountis outstanding at the last day of the financial year for a period of more than six months from the datethey became payable. As informed to us Provident Fund, Employees’ State Insurance are notapplicable.

(b) The Company has no disputed dues relating to Sales Tax, Service Tax, Custom Duty, Wealth Taxand Cess except Income Tax, which has not been deposited by the Company with the appropriateauthorities.

(x) There are no accumulated losses of the Company at the end of the financial year.

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17th Annual Report

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaultedin repayment of dues to financial institutions or banks.

(xii) In our opinion and according to the information and explanations given to us, the Company has not grantedany loans or advances against security of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, this clause and sub clauses(a) to (d) are not applicable as the Company has not entered into business of Chit Fund, or relatedactivities.

(xiv) In our opinion and according to the information and explanations given to us, the Company is dealing ortrading in shares, securities and proper records are maintained of the transactions and contracts andtimely entries have been made therein. There is no stock of shares and securities held at the year end.

(xv) In our opinion and according to the information and explanations given to us, the Company has not givenany guarantee for loans taken by others from bank or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the Company has not takenany term loans.

(xvii) Based on an overall examination of the Balance Sheet of the Company, prima-facie, no funds raised onshort term basis have been used for long term investments.

(xviii) In our opinion, the Company has not made any preferential allotment of shares to parties and Companiescovered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

(xix) In our opinion and according to the information and explanations given to us, the Company has not issuedany debentures during the year under review.

(xx) The Company has not raised money through public issues during the year under review.

(xxi) According to the information and explanations given to us & to the best of our knowledge or belief, nomaterial fraud on or by the Company has been noticed or reported during the course of our audit :

1) The Company has been granted Registration Certificate No. B-13.01992 dated May 24, 2011 asprovided in Section 45 IA of the Reserve Bank of India Act,1934 (2 of 1934).

2) The Company has not accepted any Public Deposits during the year under reference.

3) The Company has complied with the prudential norms relating to the income recognition, accountingstandards, asset classification and provisioning for bad and doubtful debts as applicable to it.

4) The Company is engaged in the business of Non Banking Financial Institution in the year underreference, requiring it to hold certificate of registration under section 45 IA of the RBI Act, 1934.




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17th Annual Report

BALANCE SHEET AS AT MARCH 31, 2011

Particulars Schedule Current Year Previous Year

Amount (Rs.) Amount (Rs.) Amount (Rs.)

SOURCES OF FUNDSShareholders FundsShare Capital 1 30,060,000 30,060,000

Reserves and Surplus 2 16,426,595 9,411,82346,486,595 39,471,823

Loan Funds 3

Unsecured loans 670,410,000 -Deferred Tax Liability (Net) 2,784 2,183

TOTAL 716,899,379 39,474,006APPLICATION OF FUNDS :Fixed Assets 4

Gross Block 29,600 29,600

Less : Depreciation 12,930 1,817Net Block 16,670 27,783

Add : Work-In-Progress 973,219 -

989,889 27,783Investment 5 530,688,553 -

Current Assets, Loans amd AdvancesSundry Debtors 6 78,646,988 3,193,575Cash and Bank Balances 7 5,180,623 149,316

Loans and Advances 8 117,845,571 39,281,931

201,673,182 42,624,822Less :Current Liabilities and Provisions 9

Current Liabilities 8,277,904 1,504,259Provisions 8,174,341 1,674,341

16,452,245 3,178,600

Net Current Assets 185,220,937 39,446,222TOTAL 716,899,379 39,474,006Significant accounting policies and notes 14

The Schedules referred to above and statement on significant accounting policies and notes to accounts formsan integral part of the Balance Sheet.

AS PER OUR REPORT OF EVEN DATEFor BATRA SAPRA & COMPANY For and on behalf of the Board of DirectorsChartered AccountantsFirm Reg. No.000103N

Soumyen Mitra Alexander Joseph Rajendra M. GanatraPatner Chairman DirectorMembership No. 13983

Place: New Delhi Place: MumbaiDate : May 30, 2011 Date : May 30, 2011

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17th Annual Report

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011


Amount(Rs.) Amount(Rs.) Amount(Rs.)

INCOME

Income from Operation 10 80,810,000 3,217,000

Other Income 11 4,595,085 3,282,055

85,405,085 6,499,055

EXPENDITURE

Operating, Administrative 12 70,618,600 753,255& Other Expenses

Personnel Expenses 13 1,259,999 2,444,628

Depreciation 4 11,113 1,817

71,889,712 3,199,699

Profit/(Loss) before tax 13,515,373 3,299,356

Provision For Taxation

- Current Tax 6,500,000 1,047,862

- For Deferred Taxes- Liability / (Asset) 602 2,183

Profit/(Loss) after tax 7,014,771 2,249,311

Balance brought forward from previous year 8,209,333 6,409,884

Net Profit available for Appropriation 15,224,104 8,659,195

Appropriation :

Less: Transfer to Statutory Reserve Fund 1,402,954 449,862

-

Balance Carried to Balance Sheet 13,821,150 8,209,333

Earning per share( Basic and Diluted) 2.33 0.75

Significant accounting policies and notes 14

The Schedules referred to above and statement on significant accounting policies and notes to accounts formsan integral part of the Profit and Loss.




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17th Annual Report

Schedules attached to and forming a part of the Balance Sheet as at March 31, 2011 and Profit andLoss Account for the year ended on that date.

Particulars Current Year Previous YearAmount(Rs.) Amount(Rs.)

SCHEDULE : 1

SHARE CAPITAL

Authorised

40,00,000 (40,00,000) Equity Shares of Rs.10/- each 40,000,000 40,000,000

Issued,Subscribed and Paid up

30,06,000 (30,06,000) Equity Shares of Rs.10/- Each (Fully Paid up) 30,060,000 30,060,000

30,060,000 30,060,000

SCHEDULE : 2

RESERVES AND SURPLUS

General Reserve

Balance as per last Balance Sheet 45,000 45,000

Add: Transfer from Profit & Loss Account - -

45,000 45,000

Statutory Reserve

Balance as per last Balance Sheet 1,157,490 707,628

Add: Transfer from Profit & Loss Account 1,402,955 449,862

2,560,445 1,157,490

Profit & Loss Account

Balance as per last Balance Sheet 8,209,334 6,409,884

Add: Transfer from Profit & Loss Account 5,611,816 1,799,450

13,821,150 8,209,334

16,426,595 9,411,824

SCHEDULE : 3

UNSECURED LOANS

From Holding Company 670,410,000 -

670,410,000 -

SCHEDULE : 4

FIXED ASSETS

DESCRIPTION GROSS BLOCK DEPRECIATION NET BLOCK

As at Additions / Deductions / As at Up to Provided Deductions / Up to As at As atApril 1, Adjustments Adjustments March 31, April 1, During Adjustments March 31, March 31, March 31,

2010 during the during the 2011 2010 the year during the 2011 2011 2010year year year

Computer 29,600 - - 29,600 1,817 11,113 - 12,930 16,670 27,783

Total 29,600 - - 29,600 1,817 11,113 - 12,930 16,670 27,783

Previous Year - 29,600 - 29,600 - 1,817 - 1,817 27,783 -

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17th Annual Report



SCHEDULE : 5

INVESTMENT

Quoted: Trade Investments

Shipping Corporation of India Limited 68,847,100 -

4,91,765 (Nil) Equity Shares of Rs.10 each.

Quoted: Current Investments

Neha International Limited 31,676,645 -


A2Z Maintenance & Engineering Services Limited 42,573,169 -


Hindustan Motors Limited 859,197 -

50,000 (Nil) Equity Shares of Rs.5 each.

IRB Infrastructure Developers Limited 26,088,969 -


Jaiprakash Associates Ltd. 671,646 -


Sujana Towers Ltd. 14,862,514 -

8,40,000 (Nil) Equity Shares of Re.1 each.(Purchase during year)

Binani Industries Ltd. 2,736,364 -


Century Textiles & Industries Ltd. 1,689,619 -


Unquoted: Other than Trade Investments

-Subsidiary Company

JPT Share Services Pvt .Ltd.

3,50,000 Equity Shares of Rs.10 each. 3,600,000 -

Others

Catholic Syrian Bank Ltd. 320,589,632 -

11,48,923 Equity Shares of Rs.10 each.

HDFC Cash Management Plan 16,493,697 -

530,688,553 -

Notes :1. Aggregate cost of quoted investments. 190,005,224

2. Aggregate Market Value of quoted investments. 177,319,645

3. Aggregate Cost of unquoted investments. 324,189,632

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17th Annual Report



SCHEDULE : 6

SUNDRY DEBTORS

(Unsecured & Considered Good)

( a ) Debts due for a period exceeding six months

- Considered Good 885,488 627,446

( b ) Debts due for a period less then six months

- Considered Good 77,761,500 2,566,129

78,646,988 3,193,575

SCHEDULE :7

CASH , BANK BALANCES & MARGIN MONEY

Cash on hand 6,888 44,194

Balance with Scheduled Banks

-In Current Account 5,173,735 105,122

5,180,623 149,316

SCHEDULE : 8

LOANS & ADVANCES


Loan to Companies 1,511,718 30,335,315

Advance recoverable in cash or in kind

for value to be received - 1,511,718 7,648,767

Other Advance 113,885,533 9,739

Advance Tax and Tax deduction at sources 2,448,320 1,288,110

117,845,571 39,281,931

SCHEDULE : 9

CURRENT LIABILITIES AND PROVISIONS

A. CURRENT LIABILITIES

Creditor for Expenses 7,804,041 259,147

Others - Liabilities 473,863 405,112

Advance Received - 840,000

8,277,904 1,504,259

B. PROVISIONS

Provision for Income tax 8,174,341 1,674,341

8,174,341 1,674,341

SCHEDULE : 10

INCOME FROM OPERATIONS

Income from Operation 80,810,000 3,217,000

80,810,000 3,217,000

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17th Annual Report



SCHEDULE : 11

OTHER INCOME

Interest on Loan 2,666,290 3,281,655

Income from Investment in Shares - 400

Dividend 1,928,795 -

4,595,085 3,282,055

SCHEDULE : 12

OPERATING, ADMINISTRATIVE AND OTHER EXPENSES

Advertisement 56,500 37,920

Auditors Remuneration 44,120 33,090

Bank charges 941 331

Demat charges 48,705 3,600

Fee, Taxes & Legal charges 30,380 30,673

Miscellaneous Expenses 8,055 6,590

Operating Expenses - 150,000

Mark to Market loss /(Gain) on Derivative Instrument 50,394,885 -

Loss from Investment in Shares 19,202,222 -

Other Administrative Expenses 21,356 18,700

Printing & Stationary 112,475 96,375

Professional Fees 467,320 77,061

Rent Expenses 15,000 60,000

ROC filing Fees 7,000 8,153

Sitting Fees Expenses 77,500 72,500

Telephone Expenses 31,097 33,489

Travelling & Conveyance 101,044 124,773

TOTAL 70,618,600 753,255

SCHEDULE : 13

PERSONNEL EXPENSES

Salaries, Wages and Bonus 1,259,999 2,444,628

(The above figure does not include Rs. 7,18,665/- transferred to CWIP) 1,259,999 2,444,628

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17th Annual Report


SCHEDULE : 14

1. SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation of Accounts

The financial statements are prepared on accrual basis, following the historical cost convention inaccordance with the Generally Accepted Accounting Principles (GAAP) which are consistently adoptedby the Company, and in compliance with the Accounting Standard issued by the Institute of CharteredAccountants of India and provisions of the Companies Act, 1956, to the extent applicable.

b. Fixed Assets

Fixed Assets are stated at cost of acquisition Less accumulated depreciation and impairment loss, if any.

c. Depreciation

The Company follows the written down value method of Depreciation (WDV). The Rates of Depreciationcharged on all fixed assets are those specified in Schedule XIV to Companies Act, 1956.

d. Investments

Long Term investments are stated at cost after providing for any diminution in value, if such diminutionis of permanent nature.

Current Investments are stated at lower of cost or market value.

e. Revenue Recognition

Significant items of Income and Expenditure are recognised on accrual basis, except those with significantuncertainities.

Interest - Revenue is recognised on a time proporation basis taking into the accounts the amountoutstanding and rate applicable

Dividend income on investments is accounted for when the right to receive the payment is establishedby Balance Sheet date

Income on NPI is recognised on realisation.

f. Employee Benefits

Short-term employee benefits are recognized as an expense at the undiscounted amount in the Profitand Loss Account of the year in which the related service is rendered.

Post employment and other long term employee benefits are recognized as an expense in the Profit andLoss Account for the year in which the employee has rendered services. The expense is recognized atthe present value of the amount payable determined using actuarial valuation techniques. Actuarial gainsand loss in respect of post employment and other long term benfits are charged to the Profit and Lossaccount.

g. Provision for Current and Deferred Tax

Provision for current tax is made after taking into consideration benefits admissable under the provisionsof the Income Tax Act, 1961. Deferred tax resulting from “time differences” between taxable andaccounting income is accounting income is accounted for using the tax rates and laws that are enactedor substantively enacted as on Balance Sheet date. The effect of deferred tax asset & liabilities of acharge in tax rates is recognised in the Profit & Loss Account in the year of change.

h. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable toequity shareholders. For the purpose of calculating diluted earnings per share, the net profit or loss forthe period attributable to Equity shareholders and the weighted average number of shares outstandingduring the period are adjusted for the effects of all dilutive potential Equity shares.

i. Derivative Instruments :

Derivative financial instruments are initially recorded at their fair value on the date of the derivativetransaction and are re-measured at their fair value at subsequent Balance Sheet dates. Changes in thefair value of derivatives are recorded in the Profit & Loss Account.

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17th Annual Report

2. NOTES ON ACCOUNTS

a. Previous year figures have been regrouped or re-arranged wherever necessary.

b. Figures are rounded off to nearest rupees.

c. Capital Commitment: NIL

d. In the opinion of the Management, current assets, advances are approximately of the value stated ifrealized in the ordinary course of business except otherwise stated.

e. Related Party Disclosure: (As indentified by Management)

List of Related Parties

i) AssociatesAwaita Properties Pvt. Ltd.

ii) Key Managerial PersonnelJay Mehta (Whole Time Director)

iii) SubsidiaryJPT Shares Services Pvt. Ltd.

Disclosure of Related party transactions between the Company and the related parties for the year ended:

As At As AtMarch 31, 2011 March 31, 2010

(Amount in Rs.) (Amount in Rs.)

i) Key Managerial Personnel

Salary Paid 1,466,664 1,833,330Closing Balance - -

ii) AssociatesLoan Taken and Repaid 670,410,000 840,000

Closing Balance 670,410,000 840,000

iii) Subsidiary

Investment in Shares 3,600,000 -

Closing Balance - -

f. Managerial Remuneration :- Rs. 14,66,664/-

g. No provision has been made for retirement and employee benefit as per AS 15 regarding ‘Retirementbenefits’.

h. Segment Information : The Company’s main business is that of brokers, underwriters, moneylendersand financing. All other activities of the Company are related to the main business. As such there are noseparate reportable segments, as per the Accounting Standard on ‘Segment Reporting’ (AS-17), issuedby the Institute of Chartered Accounts of India.

i. The Company does not have in its records any intimation from suppliers regarding their status underMicro, Small and Medium Enterprises Development Act, 2006 and hence disclosure, if any, relating toamounts unpaid at the year end together with interest paid /payable as required under the said Act havenot been furnished.

j. Payment to auditorsAs At As At

March 31, 2011 March 31, 2010(Amount in Rs.) (Amount in Rs.)

a) As Auditors 40,000 30,000b) Service tax 4,120 3,090

c) Certification & Other Matters 49,637 33,090

Total 93,757 66,180

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17th Annual Report

k. Deferred Tax Liability / (Asset) comprises mainly of the following

Particulars As At As AtMarch 31, 2011 March 31, 2010


Deferred Tax Liability

On account of fixed assets 2,784 2,183

2,784 2,183

Deferred Tax Assets

Retirement Benefits - -

- -

Deferred Tax Liability / (Asset) Net 2,784 2,183

l. Earning Per Share



Net Profit / (Loss) After Tax available for

Equity Share Holders 7,014,771 2,249,311

Weighted Average Number of Equity Sharesof Rs. 10/- each outstanding during the year 3,006,000 3,006,000

Basic / Diluted Earning Per Share (Rs.) 2.33 0.75




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17th Annual Report

Statement of Cash Flows for the year ended March 31, 2011Particulars Current Year Previous Year

Amount(Rs.) Amount(Rs.)A) Cash flow from operating activities

Net profit After tax & extraordinary items 7,015,373 2,251,494Adjustment forDepreciation 11,113 1,817Misc. Expenditure - -Dividend Income (1,928,795) -Profit on Sale of Fixed Assets - -Operating Profit before working capital changes 5,097,691 2,253,310Adjustment for working capital Changes(Increase)/Decrease in Debtors (75,453,413) (3,193,575)(Increase)/Decrease in Inventories - -(Increase)/Decrease in Advance Payment (77,896,764) 1,453,830Increase/(Decrease) in Current Liability 6,773,645 (1,369,800)Increase/(Decrease) in Provision 6,500,000 1,047,578Cash generated from Operations (134,978,840) 191,343Direct taxes paid (666,876) (98,521)Cash flow before extraordinary items (135,645,716) 92,822Extraordinary items - -Cash flow from operating activities (A) (135,645,716) 92,822

B. Cash flow from Investing activitiesPurchase of Fixed Assets including Capital WIP (973,219) (29,600)Sales of Fixed Assets - -Dividend Income 1,928,795 -Purchase of Investment (530,688,553) -Sale of Investment - -Net cash used in Investment activities (B) (529,732,977) (29,600)

C. Cash flow from Financing activitiesIncrease/(Decrease) in Term Loan (Net of Repayment) - -Increase/(Decrease) in Unsecured Loan (Net of Repayment) 670,410,000 -Proceeds from issue of Share Capital - -Dividend Paid (Net) - -Net cash used in financing activities (C) 670,410,000 -Net increase / decrease in cash and cash equivalents (A+B+C) 5,031,307 63,222Cash & cash equivalents as at April 1, 2010 149,316 86,094(Opening balance ) cash in hand & balance with banksCash & cash equivalents as at March 31, 2011 5,180,623 149,316(Closing balance ) cash in hand & balance with banks

Note: Figures in brackets represent outflows




34

17th Annual Report

BALANCE SHEET ABSTRACTS AND BUSINESS PROFILE:

Information pursuant to the provisions of Part IV of Schedule VI of the Companies Act, 1956.

I Registration Details:

Registration. No.: L67120MH1994PLC204636OF1994

State Code: 11

Balance Sheet Date: MARCH 31, 2011

II Capital raised during the year: (Amount in Rs.)

Public Issue: Nil

Right Issue: Nil

Bonus Issue: Nil

Private Placement: Nil

III Position of Mobilization and Deployment of Fund:

Total Liabilities: 71,68,99,379

Total Assets: 71,68,99,379

IV Sources of Funds:

Paid up Capital: 3,00,60,000

Reserves & Surplus: 1,64,26,594

Secured Loans: Nil

Unsecured Loans: 67,04,10,000

Deferred Tax: 2,784

Application of Funds:

Net Fixed Assets: 9,89,889

Investments: 53,06,88,553

Net Current Assets: 18,52,20,937

Miscellaneous Expenditure: Nil

V Performance of the Company:

Turnover including other income: 8,54,05,085

Total Expenditure including Depreciation: 7,18,89,712

Profit Before Tax: 1,35,15,373

Profit After Tax and adjustment: 70,14,771

Earning Per Share: 2.33

Dividend Rate: Nil

VI Generic Names of the Three Principal Products / Services of the Company:(As per monetary terms)

Item Code No. (ITC Code): Not Applicable

Product Description: Not Applicable

35

17th Annual Report

DIRECTORS’ REPORTTo

The Members

JPT Share Services Private Limited

Your Directors have pleasure in presenting 1st Annual Report of the Company for the year 2010-2011, togetherwith the Audited Accounts for the first financial year i.e., from September 7, 2010 to March 31, 2011.

FINANCIAL HIGHLIGHTS

Since the business activity of the Company has not yet commenced, the Profit & Loss Account has not beendrawn for the year under review. The incorporation and other expenses incurred are transferred under thehead “Preliminary and Pre-Operative Expenditure”.

DIVIDEND

Since the business activity of the Company has not commenced during the year under review, the Directors donot recommend any dividend.

HOLDING COMPANY

The Company has been incorporated as the wholly owned Subsidiary Company of M/s. JPT Securities Limitedon September 7, 2010.

ACTIVITIES

Your Company has received Deposit Based Trading Membership of Cash Segment and Trading Membership ofEquity Derivatives segment of Bombay Stock Exchange Limited. The Company has also received the SEBIRegistration Certificate for the registration of the said Membership in Cash and Equity Derivative Segments.

SHARE CAPITAL

During the year under review, the Company raised Rs. 30 Lacs by issue of 3,00,000 Equity shares of Rs. 10/-each fully paid-up.

DIRECTORS

Mr. Jay Mehta and Mr. Rajendra Ganatra are the first directors of the Company, who are not liable to retire byrotation.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors would like to state that:

1. in the preparation of the accounts for the first financial year ended March 31, 2011, the applicable accountingstandards have been followed along with proper explanation relating to the material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at the end of the financial year and of the profit or loss of the Company for the year underreview;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the accounts for the first financial year ended March 31, 2011, on a goingconcern basis.”

AUDITORS

M/s. Batra Sapra & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company, holds officeuntil the conclusion of the ensuing Annual General Meeting, and being eligible, have expressed their willingnessfor being re-appointed.

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17th Annual Report

The Company has received a letter from them to the effect that their re-appointment, if made, would be withinthe limits prescribed under Section 224(1B) of the Companies Act, 1956, and that they are not disqualified forsuch re-appointment within the meaning of Section 226 of the said Act.

The re-appointment of M/s. Batra Sapra & Co. as Statutory Auditors of the Company has been recommendedby the Board of Directors for the approval of the Members.

AUDITORS’ REPORT

The Auditors’ Report submitted by M/s. Batra Sapra & Co., Statutory Auditors of the Company, to the Shareholdersdoes not contain any reservations, qualification or adverse remark.

COMPLIANCE CERTIFICATE

The certificate as required under Section 383A of the Companies Act, 1956, given by Mr. Aashish Bhatt, PractisingCompany Secretary, forms part of this Report.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review and hence there areno outstanding deposits as on March 31, 2011.

PARTICULARS OF EMPLOYEES

During the year under review, none of the Employees of the Company are covered under Section 217(2A) ofthe Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure ofParticulars in Report of the Board of Directors) Rules, 1988, relating to conservation of energy, technologyabsorptions is not applicable to the Company. Foreign exchange earning and outgo during the year under revieware Nil.

ACKNOWLEDGEMENT

The Directors thank all the employees of the Company, the Bankers, the clients and Government authorities fortheir support during the year under review and look forward to their continued support in the future.


Place : Mumbai Rajendra M. Ganatra Jay MehtaDate : August 12, 2011 Director Director

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17th Annual Report

COMPLIANCE CERTIFICATECorporate Identity Number (CIN) : U74992MH2010PTC207481

Nominal Share Capital : Rs. 3,50,00,000/-

To,

The Members

JPT Share Services Private LimitedB/315, 3rd Floor, Lotus House,33A, New Marine Lines,Mumbai - 400020

I have examined the registers, records, books and papers of JPT Share Services Private Limited (the Company,is subsidiary of JPT Securities Limited) as required to be maintained under the Companies Act, 1956, (the Act)and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Associationof the Company for the financial year ended on March 31, 2011. In my opinion and to the best of my informationand according to the examinations carried out by me and explanations furnished to me by the Company, itsofficers and agents, I certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per theprovisions of the Act and the rules made thereunder and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate with theRegistrar of Companies within the time prescribed under the Act and the rules made there under. No formsor returns were required to be filed with the Regional Director, Company Law Board, Central Governmentor other authorities.

3. The Company, being a subsidiary of M/s. JPT Securities Limited, provisions of Public Limited Company areapplicable and has paid up capital of Rs. 35,00,000/-.

4. The Board of Directors duly met 4 (four) times on September 7, 2010, October 4, 2010, December 16,2010 and February 11, 2011, in respect of which meetings, proper notices were given and the proceedingswere properly recorded and signed in the minutes book maintained for the purpose.

5. The Company has not closed its Register of Members during the financial year.

6. The Company has been incorporated on September 7, 2010, therefore was not required to convene AnnualGeneral Meeting.

7. 2 (Two) Extraordinary General Meeting were held on September 14, 2010 and December 17, 2010 aftergiving required notice to the members of the Company.

8. The Company has not advanced loans to its Directors and / or persons or firms or companies referred toin section 295 of the Act.

9. As confirmed by the Management, the Company has not entered into contracts within the purview of section297 of the Act.

10. The Company was not required to make entries in the register maintained under section 301 of the Act.

11. Pursuant to the provisions of section 314 of the Act, the Company was not required to obtain approval fromthe Board of Directors, members or the Central Government.

12. The Company has not issued duplicate Share Certificates during the financial year.

13. The Company has:

(i) Delivered share certificate upon allotment of 3,50,000 equity shares, no transfer or transmission ofshares has been approved by the Board of Directors;

(ii) Not declared dividend during the financial year under review;

(iii) Not been required to post dividend warrants as dividend was not declared;

38

17th Annual Report

(iv) Not been required to transfer amounts in unpaid dividend account, application money due for refund,matured deposits, matured debentures and the interest accrued thereon which have remained unclaimedor unpaid for a period of seven years to Investor Education and Protection Fund;

(v) Duly complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. No appointment of alternate directors or directorsto fill casual vacancies was made.

15. The Company has not appointed Managing Director / Whole-time Director / Manager during the financialyear.

16. The Company has not appointed Sole - selling Agent during the financial year.

17. The Company has obtained approval from Registrar of Companies for alteration of object clause of theMemorandum of Association; no approval were required from Central Government, Regional Director,Company Law Board, and / or such other authorities as may be prescribed under the various provisions ofthe Act.

18. The Directors have disclosed their interest in other firms / companies to the Board of Directors pursuant tothe provisions of the Act and the rules made there under.

19. The Company has issued 3,50,000 Equity shares during the financial year.

20. The Company has not bought back shares during the financial year.

21. The Company has not redeemed preference shares or debentures during the financial year.

22. There were no transactions necessitating the Company to keep in abeyance rights to dividends, rightsshares and bonus shares pending registration of transfer of shares.

23. The Company has not invited / accepted deposits including unsecured loans falling within the purview ofSection 58A of the Act during the financial year.

24. The Company has not borrowed from banks or financial institutions.

25. The Company has not made loans or advances or given guarantees or provided securities to other bodiescorporate.

26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company’sregistered office from one State to another.

27. The Company has altered the provisions of the Memorandum with respect to the objects of the Company.

28. The Company has not altered the provisions of the Memorandum with respect to name of the Companyduring the year under scrutiny.

29. The Company has altered the provisions of the Memorandum with respect to Share Capital of the Companyduring the year under scrutiny.

30. The Company has not altered its Articles of Association during the financial year.

31. As confirmed by the Management of the Company, there was no prosecution initiated against or showcause notices received by the Company during the financial year for alleged offences under the Act.

32. As confirmed by the Management, the Company does not have employees; therefore no money was receivedas security during the financial year.

33. The Company does not have employees, therefore provisions relating deposit of any amount towardsProvident Fund with prescribed authorities pursuant to section 418 of the Act is not applicable.

Place: Mumbai SignatureDate: August 12, 2011 Name of Company Secretary: Aashish Bhatt

C. P. No. : 7023

39

17th Annual Report

Annexure A

Registers and Records as maintained by the Company

Sr. No Particulars Section

1 Register of Members 150

2 Minutes of General Meeting 193

3 Minutes of Board Meeting 193

4 Books of Accounts 209

5 Register of Directors 303

6 Register of Directors Shareholding 307

7 Register of Charges 143

Annexure B

Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, CentralGovernment or other authorities during the financial year ending on March 31, 2011.

Sr Form No. Filed Description Date of Filing Whether filed If delay inNo. / Return under within filing Whether

Section prescribed requisitetime limit additional

Yes / No fees paidYes / No

1 5 16, 31, 94 Increase in Authorised 15.9.10 Yes NoShare Capital

2 5 16, 31, 94 Increase in Authorised 21.12.10 Yes NoShare Capital

3 22B 187C Form of Return for 25.10.10 Yes Nointimating beneficial interestin the shares

4 2 75 Return of Allotment for 25.10.10 Yes Noissuance of 300,000Equity shares

5 23 17 Alteration of Main 21.12.10 Yes NoObjects Clause

With Regional Director : Not Applicable

With Central Government or other authorities : Not Applicable

40

17th Annual Report

Auditors ReportTo the Members of,

JPT Share Services Private Limited

1. We have audited the attached Balance Sheet of JPT Share Services Private Limited as at March 31,2011. These financial statements are the responsibility of the Company’s Management. Our responsibilityis to express an opinion on these financial statements based on our audit. No Profit and Loss Account hasbeen prepared since the Company is yet to commence its revenue operations.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by Management, as well as evaluating the overallpresentation of the financial statements. We believe that our audit provides a reasonable basis for ouropinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India interms of Section 227 (4A) of the Companies Act, 1956 the matters specified in paragraphs 4 and 5 of thesaid Order are not applicable.

4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and beliefwere necessary for the purpose of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far asappears from our examination of those books;

iii. The Balance Sheet dealt with by this report is in agreement with the books of account;

iv. In our opinion, these financial statements have been prepared in compliance with the applicableaccounting standards issued by the Institute of Chartered Accountants of India referred to in Section211 (3) (c) of the Companies Act, 1956.

v. On the basis of written representations received and taken on record by the Directors, as on March31, 2011, we report that none of the Directors is disqualified as on March 31, 2011 for being appointedas Directors in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the saidfinancial statement read together with the notes thereon and attached thereto, give the informationrequired by the Companies Act 1956, in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India.

In the case of Balance Sheet, of the state of affairs of the Company, as at March 31, 2011



Place : New DelhiDate : May 30, 2011

41

17th Annual Report

BALANCE SHEET AS AT MARCH 31, 2011Particulars Schedule As At

Ref March 31, 2011

SOURCES OF FUNDS

Share Holders Funds

Share Capital 1 3,600,000

3,600,000

Total 3,600,000

APPLICATION OF FUNDS

Current Assets, Loans & Advances

Cash & bank Balances 2 3,116,010

Loans & Advances 3 100,000

3,216,010

Less: Current Liabilities & Provisions

Current Liabilities 4 16,545

16,545

Net Current Assets 3,199,465

Miscellaneous Expenditure 5

(To the Extent not written off)

Preliminary Expenditure 359,500

Pre-Operative Expenditure 41,035 400,535

Statement on Significant accounting policies and 6notes to accounts

Total 3,600,000

The Schedules referred to above and statement on significant accounting policies and notes to accounts forman integral part of the Balance Sheet.

AS PER OUR REPORT OF EVEN DATE.

For BATRA SAPRA & COMPANY For and on behalf of the Board of DirectorsFirm Reg. No. 000103NChartered Accountants

Soumyen Mitra Rajendra M. Ganatra Jay MehtaPartner Director DirectorMembership No. 13983


42

17th Annual Report

Schedules forming part of Balance Sheet as at March 31, 2011

ParticularsAs At

March 31, 2011

SCHEDULE - 1

SHARE CAPITAL

Authorised Capital35,00,000 Equity Shares of Rs. 10/- each 35,000,000Issued, Subscribed & paid-up Capital3,50,000 Equity Shares of Rs. 10 each 3,500,000Share Application Money Received 100,000

3,600,000

SCHEDULE - 2

CASH & BANK BALANCESCash on Hand 6,860Balance with Scheduled banks

-On Current accounts 609,150

-On Deposits accounts 2,500,000

3,116,010

SCHEDULE - 3

LOANS AND ADVANCESDeposits- Others 100,000

100,000

SCHEDULE - 4CURRENT LIABILITIES & PROVISIONS

Sundry Creditor for Expenses 16,545

16,545

SCHEDULE - 5

MISCELLANEOUS EXPENDITURE

Preliminary Expenditure :

ROC Incorporation Expenses 6,000ROC Filing Fees for Increased Authorized Capital 353,500 359,500

Pre-Operative Expenditure :

Audit Fees 16,545Printing and Stationary Expenses 1,890

Professional Fees 21,600

ROC Filing Fees 1,000 41,035

400,535

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17th Annual Report

Schedules attached to and forming part of the Balance Sheet as at March 31, 2011

SCHEDULE : 6



The financial statements are prepared on accrual basis, following the historical cost convention in accordancewith the Generally Accepted Accounting Principles (GAAP) which are consistently adopted by the Company,and in compliance with the Accounting Standard issued by the Institute of Chartered Accountants of Indiaand provisions of the Companies Act 1956, to the extent applicable.

b. Use of Estimates

The presentation of financial statements in conformity with the Generally Accepted Accounting Principlesrequires estimates and assumptions to be made that affect the reported amount of assets and liabilitiesand disclosure of contingent liabilities on the date of the financial statements. Any differences between theactual results and the estimates are recognized in the period in which the results are known / materialized.

c. Pre-operative Expenses

The Expenditure under the head ‘Miscellaneous Expenditure’ is being amortized over the period of Fiveyears as benefit will accure to the Company for longer period of time.

d. Employee Benefits

1. Short-term employee benefits are recognized as an expense at the undiscounted amount in the Profitand Loss Account of the year in which the related service is rendered.

2. Post employment and other long term employee benefits are recognized as an expense in the Profitand Loss Account for the year in which the employee has rendered services. The expense is recognizedat the present value of the amount payable determined using actuarial valuation techniques. Actuarialgains and loss in respect of post employment and other long term benefits are charged to the Profitand Loss Account.

e. Retirement Benefits

Company has policy of making provision for retirement benefits as and when the liability arises.

f. Provision for Current and Deferred Tax

Provision for current tax is made after taking into consideration benefits admissable under the provisions ofthe Income Tax Act,1961. Deferred tax resulting from “time differences” between taxable and accountingincome is accounted for using the tax rates and laws that are enacted or substantively enacted as onbalance sheet date. The effect of deferred tax asset & liabilities of a charge in tax rates is recognised in theProfit & Loss Account in the year of change.

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17th Annual Report


a. The Company was incorporated on September 7, 2010 and this being first year, no previous year’s figuresare given.


c. Contigent Liability : Rs. 9,00,000/- payable to BSE Ltd. for Deposit based Membership payable onCommencement of business.

d. In the opinion of the Management, current assets, advances are approximately of the value stated if realizedin the ordinary course of business except otherwise stated.

e. Director’s Remuneration :- No remuneration has been paid to any of the Directors.

f. The Company does not have on its records any intimation from suppliers regarding their status underMicro, Small and Medium Enterprises Development Act, 2006 and hence disclosure, if any relating to amountsunpaid at the year and together with interest paid /payable as required under the said Act have not beenfurnished.

g. Payment to Auditors As AtMarch 31, 2011

(Amount in Rs.)

a) As Auditors 15,000

b) Service tax 1,545

c) Certification & Other Matters -

Total 16,545

h. As there is no element creating temporary difference in liability of tax as per Income Tax Act, 1961 and asper Companies Act, 1956, the Deferred Tax calculation as per AS 22 ‘Accounting for Taxes on Income’ isnot applicable.

AS PER OUR REPORT OF EVEN DATE


Soumyen Mitra Rajendra M. Ganatra Jay MehtaPartner Director DirectorMembership No. 13983


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17th Annual Report

Information pursuant to the provisions of Part IV of Schedule VI of the Companies Act, 1956.

Balance Sheet Abstract & Company’s General Business Profile

I. Registration Details:

Registration No.: U74992MH2010PTC207481

State Code: 11

Balance Sheet Date : March 31, 2011

(Amount Rs.)

II. Capital Raised During the year:

Public Issue : Nil

Right Issue: Nil

Bonus Issue : Nil

Private Placement: 35,00,000

III. Position of Mobilisation and Development of Funds:

Total Liabilities: 36,00,000

Total Assets: 36,00,000

Sources of Funds:

Paid up Capital: 35,00,000

Share Application Money: 1,00,000

Reserves & Surplus: Nil

Secured Loans: Nil

Unsecured Loans: Nil

Deferred Tax: Nil

Applications of Funds:

Net Fixed Assets: Nil

Capital Work in Progress: Nil

Investments: Nil

Net Current Assets: 31,99,465

Net Profit and Loss: Nil

Miscellaneous Expenditure: 4,00,535

IV. Performance of the Company:

Turnover including other income: Nil

Total Expenditure including Depreciation: Nil

Profit Before Tax: Nil

Profit After Tax and adjustment: Nil

Earning Per Share: Nil

Dividend Rate: Nil

V. Generic Names of the Three Principal Products / Services of the Company:

(As per monetary terms)

Item Code No. (ITC Code): Not Applicable

Product Description: Not Applicable

46

17th Annual Report

CONSOLIDATED FINANCIAL STATEMENTS

47

17th Annual Report

AUDITOR’S REPORT

Auditors’ Report to the Members ofJPT SECURITIES LIMITED

1. We have audited the attached consolidated Balance Sheet of M/s. JPT Securities Ltd. (“the Company”)and its subsidiary (the Company and its subsidiary constitute “the Group”) as at March 31, 2011, theConsolidated Profit and Loss Account and the Consolidated Cash Flow Statement of the Group for theyear ended on that date, both annexed thereto. These Financial statements are the responsibility of theCompany’s Management and have been prepared on the basis of the separate financial statements andother financial information regarding components. Our responsibility is to express an opinion on theseConsolidated Financial Statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material mis-statements. An audit includes examining, on a test basis,evidence supporting the amounts and the disclosures in the financial statements. An audit also includesassessing the accounting principles used and the significant estimate made by the Management, as wellas evaluating the overall financial statement presentation. We believe that our audit provides a reasonablebasis for our opinion.

3. We report that the Consolidated Financial Statements have been prepared by the Company in accordancewith the requirements of Accounting Standard 21 (Consolidated Financial Statements), as notified underthe Companies (Accounting Standards) Rules, 2006.

4. Based on our audit and on consideration of the separate audit reports on individual financial statements ofthe Company and its aforesaid subsidiary and to the best of our information and according to theexplanations given to us, in our opinion the Consolidated Financial Statements give a true and fair view inconformity with the accounting principles generally accepted in India:

i) in the case of the Consolidated Balance Sheet, of the State of affairs of the Group as at March 31,2011,

ii) in the case of the Consolidated Profit and Loss Account, of the Profit of the Group for the year endedon that date and

iii) in the case of the Consolidated Cash Flow Statement , of the Cash Flows of the Group for the yearended on that date.

For BATRA SAPRA & COMPANYChartered AccountantsFirm Reg. No. 000103N



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17th Annual Report

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2011

Particulars Schedule Current Year Previous YearAmount (Rs.) Amount (Rs.) Amount (Rs.)

SOURCES OF FUNDSShareholders FundsShare Capital 1 30,060,000 30,060,000Reserves and Surplus 2 16,426,594 9,411,823

46,486,594 39,471,823

Loan Funds 3Unsecured loans 670,410,000 -Deferred Tax Liability (Net) 2,784 2,183

TOTAL 716,899,379 39,474,006

APPLICATION OF FUNDS :Fixed Assets 4Gross Block 29,600 29,600Less : Depreciation 12,930 1,817Net Block 16,670 27,783Add : Work-In-Progress 973,219 -

989,889 27,783

Investment 5 527,088,553 -Current Assets, Loans amd AdvancesSundry Debtors 6 78,646,988 3,193,575Cash and Bank Balances 7 8,296,633 149,316Loans and Advances 8 117,945,571 39,281,931

204,889,192 42,624,822

Less :Current Liabilities and Provisions 9Current Liabilities 8,277,904 1,504,259Provisions 8,174,341 1,674,341

16,452,245 3,178,600

Net Current Assets 188,436,947 39,446,222Miscellaneous Expenditure(To the Extent not written off) 383,990 -

TOTAL 716,899,379 39,474,006


The Schedules referred to above and consolidated statement on significant accounting policies and notes toaccounts forms an integral part of the Balance Sheet.

AS PER OUR REPORT OF EVEN DATEFor BATRA SAPRA & COMPANY For and on behalf of the Board of DirectorsChartered AccountantsFirm Reg. No. 000103N

Soumyen Mitra Alexander Joseph Rajendra M. GanatraPartner Chairman DirectorMembership No. 13983


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17th Annual Report

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011


Amount(Rs.) Amount(Rs.) Amount(Rs.)INCOME

Income from Operation 10 80,810,000 3,217,000

Other Income 11 4,595,085 3,282,055

85,405,085 6,499,055

EXPENDITURE

Operating, Administrative & Other Expenses 12 70,618,600 753,255

Personnel Expenses 13 1,259,999 2,444,628

Depreciation 4 11,113 1,817

71,889,712 3,199,699

Profit/(Loss) before tax 13,515,373 3,299,356

Provision For Taxation

- Current Tax 6,500,000 1,047,862

- For Deferred Taxes- Liability / (Asset) 602 2,183

Profit/(Loss) after tax 7,014,771 2,249,311

Balance brought forward from previous year 8,209,333 6,409,884

Profit Available for Appropriation 15,224,104 8,659,195

Appropriation:

Less : Transfer to Statutory Reserve Fund 1,402,954 449,862

Balance Carried to Balance Sheet 13,821,150 8,209,333

Earning per share (Basic and Diluted) 2.33 0.75


The Schedules referred to above and statement on significant accounting policies and notes to accounts formsan integral part of the Profit and Loss Account.

AS PER OUR REPORT OF EVEN DATEFor BATRA SAPRA & COMPANY For and on behalf of the Board of DirectorsChartered AccountantsFirm Reg. No. 000103N



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17th Annual Report

Schedules attached to and forming a part of the Consolidated Balance Sheet as at March 31, 2011 andProfit and Loss Account for the year ended on that date.

Particulars Current Year Previous YearAmount (Rs.) Amount (Rs.)

SCHEDULE : 1

SHARE CAPITAL

Authorised

40,00,000 (40,00,000) Equity Shares of Rs.10/- each 40,000,000 40,000,000

Issued,Subscribed and Paid up

30,06,000 (30,06,000) Equity Shares of Rs.10/- Each (Fully Paid up) 30,060,000 30,060,000

30,060,000 30,060,000

SCHEDULE : 2

RESERVES AND SURPLUS

General Reserve

Balance as per last Balance Sheet 45,000 45,000

Add: Transfer from Profit & Loss Account - -

45,000 45,000

Statutory Reserve

Balance as per last Balance Sheet 1,157,490 707,628

Add: Transfer from Profit & Loss Account 1,402,954 449,862

2,560,444 1,157,490

Profit & Loss Account

Balance as per last Balance Sheet 8,209,333 6,409,885

Add: Transfer from Profit & Loss Account 5,611,817 1,799,449

13,821,150 8,209,333

16,426,595 9,411,824

SCHEDULE : 3

UNSECURED LOANS

From Holding Company 670,410,000 -

670,410,000 -SCHEDULE : 4

FIXED ASSETS

DESCRIPTION GROSS BLOCK DEPRECIATION NET BLOCK

As at Additions / Deductions / As at Up to Provided Deductions / Up to As at As atApril 1, Adjustments Adjustments March 31, April 1, During Adjustments March 31, March 31, March 31,

2010 during the year during the year 2011 2010 the year during the year 2011 2011 2010

Computer 29,600 - - 29,600 1,817 11,113 - 12,930 16,670 27,783

Total 29,600 - - 29,600 1,817 11,113 - 12,930 16,670 27,783

Previous Year - 29,600 - 29,600 - 1,817 - 1,817 27,783 -

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17th Annual Report



SCHEDULE : 5

INVESTMENT

Quoted: Trade Investments

Shipping Corporation of India Limited 68,847,100 -

4,91,765 ( Nil) Equity Shares of Rs.10 each.

Quoted: Current Investments

Neha International Limited 31,676,645 -


A2Z Maintenance & Engineering Services Limited 42,573,169 -


Hindustan Motors Ltd 859,197 -


IRB Infrastructure Developers Limited 26,088,969 -


Jaiprakash Associates Ltd. 671,646 -


Sujana Towers Ltd. 14,862,514 -

8,40,000 (Nil) Equity Shares of Re.1 each.

Binani Industries Ltd. 2,736,364 -


Century Textiles & Industries Ltd. 1,689,619 -


Unquoted: Other than-Trade Investments

-Others

Catholic Syrian Bank Ltd. 320,589,632 -

11,48,923 Equity Shares of Rs.10 each.

HDFC Cash Management Plan 16,493,697 -

527,088,553 -

Notes :

1. Aggregate cost of quoted investments. 190,005,224

2. Aggregate Market Value of quoted investments. 177,319,645

3. Aggregate Cost of unquoted investments. 320,589,632

SCHEDULE : 6

SUNDRY DEBTORS


( a ) Debts due for a period exceeding six months 885,488 627,446

- Considered good

( b ) Debts due for a period less then six months 77,761,500 2,566,129

- Considered good

78,646,988 3,193,575

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17th Annual Report

SCHEDULE :7

CASH , BANK BALANCES & MARGIN MONEY

Cash on hand 13,748 44,194

Balance with Scheduled Banks

-In Current Account 5,782,885 105,122

Fixed Deposit 2,500,000 -

8,296,633 149,316

SCHEDULE : 8

LOANS & ADVANCES


Loan to Companies 1,511,718 30,335,315

Advance recoverable in cash or in kind

for value to be received - 1,511,718 7,648,767

Other Advance 113,985,533 9,739

Advance Tax and Tax deduction at sources 2,448,320 1,288,110

117,945,571 39,281,931

SCHEDULE : 9

CURRENT LIABILITIES AND PROVISIONS

A. CURRENT LIABILITIES

Creditor for Expenses 7,804,041 259,147

Others - Liabilities 473,863 405,112

Advance Received - 840,000

8,277,904 1,504,259

B. PROVISIONS

Provision for Income tax 8,174,341 1,674,341

8,174,341 1,674,341

SCHEDULE : 10

INCOME FROM OPERATIONS

Income from Operation 80,810,000 3,217,000

80,810,000 3,217,000

SCHEDULE : 11

OTHER INCOME

Interest on Loan 2,666,290 3,281,655

Income from Investment in Shares - 400

Dividend from Investment 1,928,795 -

4,595,085 3,282,055



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17th Annual Report

SCHEDULE : 12

OPERATING, ADMINISTRATIVE AND OTHER EXPENSES

Advertisement 56,500 37,920

Auditors Remuneration 44,120 33,090

Bank charges 941 331

Demat charges 48,705 3,600

Fee, Taxes & legal charges 30,380 30,673

Miscellaneous Expenses 8,055 6,590

Operating Expenses - 150,000

Mark to Market loss/(Gain) on Derivative Instrument 50,394,885 -

Loss from Investment in Shares 19,202,222 -

Other Administrative Expenses 21,356 18,700

Printing & Stationary 112,475 96,375

Professional Fees 467,320 77,061

Rent Expenses 15,000 60,000

ROC Filing Fees 7,000 8,153

Sitting Fees Expenses 77,500 72,500

Telephone Expenses 31,097 33,489

Travelling & Conveyance 101,044 124,773

TOTAL 70,618,600 753,255

SCHEDULE : 13

PERSONNEL EXPENSES

Salaries, Wages and Bonus 1,259,999 2,444,628(The above figure does not includeRs. 7,18,665/- transferred to CWIP)

1,259,999 2,444,628



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17th Annual Report

SCHEDULE : 14

1. a. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard21 (AS-21) - “Consolidated Financial Statements” notified by the Companies (Accounting Standards)Rules, 2006. The Consolidated financial statements have been prepared under historical costconvention and on an accrual basis.

b. The subsidiary considered in the preparation of these consolidated financial statements is:

Name Percentage of Ownership interest


JPT Share Services Private Limited. 100% 0(Incorporated in India)

The Financial statements of all the subsidiaries considered in the conslidated accounts are drawn upto March 31, 2011.



The financial statements are prepared on accrual basis, following the historical cost convention inaccordance with the Generally Accepted Accounting Principles (GAAP) which are consistently adoptedby the Company, and in compliance with the Accounting Standard issued by the Institute of CharteredAccountants of India and provisions of the Companies Act 1956, to the extent applicable.

b. Fixed Assets

Fixed Assets are stated at cost of acquisition, Less accumulated depreciation and impairment loss,ifany

c. Depreciation

The Company follows the written down value method of Depreciation (WDV). The Rates ofDepreciation charged on all fixed assets are those specified in Schedule XIV to Companies Act, 1956.

d. Investments

Long Term investments are stated at cost after providing for any diminution in value,

if such diminution is of permanent nature.

Current Investments are stated at lower of cost or market value.

e. Revenue Recognition

Significant items of Income and Expenditure are recognised on accrual basis, except those withsignificant uncertainities.

Interest - Revenue is recognised on a time proportion basis taking into the accounts the amountoutstanding and rate applicable

Dividend income on investments is accounted for when the right to receive the payment is establishedby Balance Sheet date

Income on NPI is recognised on realisation.

f. Employee Benefits

Short-term employee benefits are recognized as an expense at the undiscounted amount in the Profitand Loss account of the year in which the related service is rendered.

Post employment and other long term employee benefits are recognized as an expense in the Profitand Loss account for the year in which the employee has rendered services. The expense isrecognized at the present value of the amount payable determined using actuarial valuation techniques.Actuarial gains and loss in respect of post employment and other long term benfits are charged to theProfit and Loss account.


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17th Annual Report

g. Provision for Current and Deferred Tax

Provision for current tax is made after taking into consideration benefits admissable under theprovisions of the Income Tax Act,1961. Deferred tax resulting from “time differences” between taxableand accounting income is accounted for using the tax rates and laws that are enacted or substantivelyenacted as on Balance Sheet date. The effect of deferred tax asset & liabilities of a charge in taxrates is recognised in the Profit and Loss account in the year of change.

h. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable toequity shareholders. For the purpose of calculating diluted earnings per share, the net profit or lossfor the period attributable to Equity shareholders and the weighted average number of sharesoutstanding during the period are adjusted for the effects of all dilutive potential Equity shares.

i. Derivative Instruments :

Derivative financial instruments are initially recorded at their fair value on the date of the derivativetransaction and are re-measured at their fair value at subsequent Balance Sheet dates. Changes inthe fair value of derivatives are recorded in the Profit & Loss account.


a. The Subsidiary Company was incorporated on September 7, 2010 and this is the first year ofconsolidation. Therefore, previous year figures are not comparable.


c. Capital Commitment: NIL

d. In the opinion of the Management, current assets, advances are approximately of the value stated ifrealized in the ordinary course of business except otherwise stated.

e. Related Party Disclosure : (As indentified by Management)

List of Related Parties

i. AssociatesAwaita Properties Pvt. Ltd.

ii. Key Managerial PersonnelJay Mehta (Whole Time Director)

Disclosure of Related Party Transactions between the Company and related parties for the yearended:



i. Key Managerial Personnel

Salary Paid 1,466,664 1,833,330

Closing Balance - -

ii. Associates

Loan Taken and Repaid 670,410,000 840,000

Closing Balance 670,410,000 840,000

f. Managerial Remuneration :- Rs. 14,66,664/-

g. No provision has been made for retirement and employee benefit as per ‘AS 15 regarding Retirementbenefits’.

h. Segment Information : The Company’s main business is that of brokers, underwriters, moneylendersand financing. All other activities of the Company are related to the main business. As such there areno separate reportable segments, as per the Accounting Standard on ‘Segment Reporting’ (AS-17)issued by the Institute of Chartered Accounts of India.


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17th Annual Report

i. The Company does not have in its records any intimation from suppliers regarding their status underMicro, Small and Medium Enterprises Development Act, 2006 and hence disclosure, if any, relating toamounts unpaid at the year end together with interest paid /payable as required under the said Acthave not been furnished.



a) As Auditors 40,000 30,000

b) Service tax 4,120 3,090

c) Certification & Other Matters 49,637 33,090

Total 93,757 66,180

j. Deferred Tax Liability / (Asset) comprises mainly of the following



Deferred Tax Liability

On account of fixed assets 2,784 2,183

2,784 2,183

Deferred Tax Assets

Retirement Benefits - -

- -

Deferred Tax Liability / (Asset) Net 2,784 2,183

k. Earning Per Share



Net Profit / (Loss) After Tax available forEquity Share Holders 7,014,771 2,249,311

Weighted Average Number of Equity Sharesof Rs. 10/- each outstanding during the year 3,006,000 3,006,000

Basic / Diluted Earning Per Share (Rs.) 2.33 0.75






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17th Annual Report

Consolidated Statement of Cash Flows for the year ended March 31, 2011Particulars Current Year Previous Year

Amount(Rs.) Amount(Rs.)A. Cash flow from operating activities

Net profit After tax & extraordinary items 7,015,373 2,251,494Adjustment forDepreciation, amortization and Impairment of Goodwill 11,113 1,817Misc. Expenditure - -Dividend Income (1,928,795) -Profit on Sale of Fixed Assets - -Operating Profit before working capital changes 5,097,691 2,253,310Adjustment for working capital Changes(Increase)/Decrease in Debtors (75,453,413) (3,193,575)(Increase)/Decrease in Inventories - -(Increase)/Decrease in Advance Payment (78,663,640) 1,453,830Increase/(Decrease) in Current Liability 6,773,645 (1,369,800)Increase/(Decrease) in Provision 6,500,000 1,047,578Cash generated from Operations (135,745,716) 191,343Direct taxes - (98,521)Cash flow before extraordinary items (135,745,716) 92,822Extraordinary items - -Cash flow from operating activities (A) (135,745,716) 92,822

B. Cash flow from Investing activitiesPurchase of Fixed Assets including Capital WIP (973,219) (29,600)Sales of Fixed Assets - -Dividend Income 1,928,795Preliminary Expenditure (383,990) -Purchase of Investment (527,088,553) -Sale of Investment - -Net cash used in Investment activities (B) (526,516,967) (29,600)

C. Cash flow from Financing activitiesIncrease/(Decrease) in Term Loan (Net of Repayment) - -Increase/(Decrease) in Unsecured Loan (Net of Repayment) 670,410,000 -Proceeds from issue of Share Capital - -Dividend Paid (Net) - -Net cash used in financing activities (C) 670,410,000 -Net increase / decrease in cash and cash equivalents (A+B+C) 8,147,317 63,222Cash & cash equivalents as at 01.04.2010 149,316 86,094(opening balance ) cash in hand & balance with banksCash & cash equivalents as at 31.03.2011 8,296,633 149,316(closing balance ) cash in hand & balance with banks

Note: Figures in brackets represent outflows

AS PER OUR REPORT OF EVEN DATE.




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17th Annual Report

Disclosures of details as required by Revised Para 13 of Non Banking Financial Companies PrudentialNorms (Reserve Bank) Directions, 2007, earlier Para 9BB of Non Banking Financial Companies PrudentialNorms (Reserve Bank) Directions, 1998.

Rs. In Lacs

Liabilities SideAmount Amount

Outstanding Overdue1 Loans and Advances availed by the NBFCs inclusive of

Interest accrued thereon but not paid 0.00 0.00a. Debentures 0.00 0.00Secured 0.00 0.00Unsecured (other than falling within the meaning of Public Deposits) 6704.10 0.00b. Deferred Credits 0.00 0.00c. Term Loans 0.00 0.00d. Inter-corporate loans and borrowing 0.00 0.00e. Commercial Paper 0.00 0.00f. Other loans 0.00 0.00Total 6704.10 0.00

Assets Side Rs. In Lacs

Amount Outstanding

2 Break up of Loans and Advances including bills receivables(other than those included in [4] below):a. Secured 15.12b. Unsecured 0.00Total 15.12

3 Break up of Leased Assets and stock on hire and other assetscounting towards AFC activities(i) Lease assets including lease rentals under sundry debtors:a. Financial Lease 0.00b. Operating Lease 0.00(ii) Stock on hire including hire charges under sundry debtors:a. Assets on hire 0.00b. Repossessed Assets 0.00(iii) Other loans counting towards AFC activities:a. Loans where assets have been repossessed 0.00b. Loans other than (a) above 0.00Total 0.00

4 Break-up of Investments:Current Investments:1. Quoted:(i) Shares:a. Equity 1,211.58b. Preference 0.00(ii) Debentures and Bonds 0.00(iii) Units of Mutual Funds 164.94(iv) Government Securities 0.00(v) Others 0.00Total 1,376.522. Unquoted:(i) Shares:a. Equity 0.00b. Preference 0.00(ii) Debentures and Bonds 0.00(iii) Units of Mutual Funds 0.00(iv) Government Securities 0.00(v) Others 0.00Total 0.00

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17th Annual Report

Long Term Investments:1. Quoted:(i) Shares:a. Equity 688.47b. Preference 0.00(ii) Debentures and Bonds 0.00(iii) Units of Mutual Funds 0.00(iv) Government Securities 0.00(v) Others 0.00Total 688.472. Unquoted:(i) Shares:a. Equity 3,241.90b. Preference 0.00(ii) Debentures and Bonds 0.00(iii) Units of Mutual Funds 0.00(iv) Government Securities 0.00(v) Others 0.00Total 3,241.90

5 Borrower group-wise classification of assets financed as in (2) and (3) above:

Category Amount net of provisions

Secured Unsecured Total1. Related Parties

a. Subsidiaries 0.00 0.00 0.00b. Companies in the same group 0.00 0.00 0.00c. Other related parties 0.00 0.00 0.00

2. Other than related parties 0.00 15.12 0.00Total 0.00 15.12 0.00

6 Investor group-wise classification of all Market Value / Book Valueinvestments (current and long term) Break up of fair (Net of Provisions)in shares and securites value or NAV(both quoted and unquoted):

1. Related Partiesa. Subsidiaries 36.00 36.00b. Companies in the same group 0.00 0.00c. Other related parties 0.00 0.00

2. Other than related parties 1,773.20 5,270.89Total 1,809.20 5,306.89

7 Other Information(i) Gross Non-performing Assets

a. Related parties 0.00b. Other than related parties 0.00

(ii) Net Non-performing Assetsa. Related parties 0.00b. Other than related parties 0.00

(iii) Assets acquired in satisfaction of debt 0.00





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17th Annual Report

Statement pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Company:

Name of Subsidiary Company : JPT Share Services Private Limited

Financial Year of the SubsidiaryCompany ended on : March 31, 2011

No. of Shares held byM/s. JPT Securities Limited : 3,50,000 Equity Shares of Rs. 10/- each fully paid.

Extent of Interest of M/s. JPT Securities Limitedin capital of subsidiary : 100 %

Net Aggregate amount of Profit / (losses)of the subsidiary so far as it concerns theMember of M/s. JPT Securities Limited and isnot dealt with in the accounts of M/s. JPTSecurities Limited : Nil

Net Aggregate amount of Profit / (loss)of the subsidiary so far as it concerns theMember of M/s. JPT Securities Limited and isdealt with in the accounts of M/s. JPT SecuritiesLimited : Nil


Place: Mumbai Alexander Joseph Rajendra M. GanatraDate: May 30, 2011 Chairman Director

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17th Annual Report

JPT Securities LimitedRegistered Office: B/315, 3rd Floor, Lotus House, 33A, New Marine Lines, Mumbai- 400 020

Dear Member(s),

As you all may be aware, Ministry of Corporate Affairs has taken a ‘Green Initiative in Corporate Governance’by issuing Circulars 17/2011 and 18/2011 dated 21st April, 2011 and 29th April, 2011, whereby Companies arepermitted to send Notices/documents including Annual Report comprising of Balance Sheet, Profit & Loss Account,Directors Report, Auditors Report, etc. in electronic mode (hereinafter ‘the documents’), provided the Companyhas obtained email addresses of its Members for sending these documents through email by giving an advanceopportunity to every Member to register their email address and changes therein from time to time with theCompany.

Your Company welcomes the spirit of this green initiative, which will reduce paper consumption to a great extentand allow Members to contribute towards a Greener Environment. This will also ensure receipt of communicationby Members and avoid their loss/ misplacement in postal transit.

Keeping in view the above, it is proposed henceforth to send the documents to the Members in Electronic Form,to the email address provided by you and made available to us by the Depositories. In this backdrop, we wish tointimate/ request you as under:-

(i)Members holding shares in demat form, are requested to register/ update their E-mail ID with their respectiveDepository Participants, if not already done so.

(ii)Members holding shares in physical mode are invited to contribute to the cause of Green initiative bysubmitting their email address and changes therein from time to time, along with details such as name, address,folio no., no. of shares held, etc. to the Registrar and Share Transfer Agent, M/s MAS Services Limited, T-34, 2nd Floor, Okhla Industrial Area, Phase - II, New Delhi - 110 020, Email: [email protected], Website:www.masserv.com, Ph:- 011-26387281/82/83, Fax:- 011-26387384

Please note that even if the documents is sent to you in Electronic Form, you will also be entitled to be furnished,free of cost, with a copy of the Balance Sheet of the Company and all other documents required by law to beattached thereto, upon receipt of a requisition from you, any time, as a Member of the Company.

As a responsible citizen, we invite you to be a part of this “Green Initiative”.

Thanking You,

Yours faithfully,

For JPT Securities Limited

J. AlexanderChairman

Date: August 31, 2011Place: Bangalore

62

17th Annual Report

NOTES

63

17th Annual Report

JPT SECURITIES LIMITEDB/315, 3rd Floor, Lotus House, 33A, New Marine Lines, Mumbai – 400 020

ATTENDANCE SLIP

Shareholders attending the Meeting in person or by proxy are requested to complete the attendance slip and

hand it over at the entrance of the Meeting hall.

I hereby record my presence at the 17th Annual General Meeting of the Members of the Company on September

29, 2011 at 2.30 p.m. at Oricon House, Maharashtra Chambers of Commerce Path, Fort, Mumbai - 400 001

Name of the Shareholder Signature

Folio No. No. of Shares:

DP ID No.

(Full name of Proxy)

Note: No Duplicate Attendance Slip will be issued at the Meeting hall. You are requested to bring your copy of

Annual Report to the Meeting.

JPT SECURITIES LIMITEDB/315, 3rd Floor, Lotus House, 33A, New Marine Lines, Mumbai – 400 020

PROXY FORM

I/We of

in the district of being a Member/Members of the above named Company

hereby appoint of in the district

of or failing him

of in the district of as my / our

proxy to vote for me/us on my our behalf at the 17th Annual General Meeting of the Members of the Company to

be held on September 29, 2011 and at any adjournment thereof.

Signed this day of , 2011.

Reg. Folio No

DP ID no.

No. of Shares

Note: This form in order to be effective should be duly stamped, completed and signed and must be deposited

at the new Registered Office address of the Company, not less than 48 hours before the Meeting.

Affix Re. 1

Revenue

Stamp

Signature

JPT SECURITIES LIMITEDMr. Jay Mehta had tendered his resignation from the position of Whole Time...

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